SEC Form 4 · accession 0000769993-16-001470
REVA Medical, Inc. · RVA:AX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 12, 2016
Accepted (ET)
Feb 17, 2016 · 7:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001496268
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1,F2,F4 | Feb 12, 2016 | X | 4,375,000 | $2.60 | A | 4,375,000 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F2,F1,F4 | $2.60 | Feb 12, 2016 | X | 4,375,000 | D | — | Nov 14, 2019 | Common Stock, par value $0.0001 per share | 4,375,000 | 0 | I |
| 7.54% Convertible NotesF3,F1,F4 | — | holding | — | — | — | — | Nov 14, 2019 | Common Stock, par value $0.0001 per share | — | 125 | I |
Explanation of responses
- F1This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs International ("GSI" and, together with GS Group, the "Reporting Persons"). GSI is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any.
- F2On February 12, 2016, GSI exercised 100% of 4,375,000 options (the "Options") to purchase the common stock, par value $0.0001 per share (the "Common Stock") of Reva Medical, Inc. (the "Company") at a purchase price of A$3.00/US$2.60 per share. Total purchase price of Common Stock upon exercise of the Options was $11,406,937.50.
- F3The 125 convertible notes with a face value of $100,000 each (the "Convertible Notes") are convertible at any time into shares of Common Stock. The conversion price for the Convertible Notes will initially be A$2.50 per share, subject to adjustment as further described in the Prospectus for Offering of Convertible Notes and Options, dated October 24, 2014 (the "Prospectus"). The number of shares of Common Stock to be issued upon conversion of the Convertible Notes is determined by dividing the face value of the Convertible Note converted (translated from US dollars into Australian dollars at the exchange rate fixed on the subscription date for the Convertible Note) by the conversion price in effect on the conversion date.
- F4GS Group may be deemed to beneficially own indirectly, $12,500,000 aggregate principal value of the Convertible Notes, by reason of GSI's direct beneficial ownership of the Convertible Notes. GS Group may also be deemed to beneficially own indirectly 4,375,000 shares of Common Stock by reason of GSI's direct beneficial ownership of the shares of Common Stock.