SEC Form 4 · accession 0000769993-17-000590
REVA Medical, Inc. · RVA:AX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 16, 2017
Accepted (ET)
Jun 20, 2017 · 4:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001496268
Table I — non-derivative securities
No Table I lines on this filing.
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)F3,F1,F5,F2 | — | Jun 16, 2017 | P | 166,500 | A | Jun 16, 2017 | Jun 16, 2022 | Common Stock, par value $0.0001 per share | 166,500 | 166,500 | I |
| 8.00% Convertible NotesF3,F4,F1,F5 | — | Jun 16, 2017 | P | — | A | — | Jun 16, 2022 | Common Stock, par value $0.0001 per share | — | — | 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 June 16, 2017, GSI acquired 166,500 stock options ("Stock Options") which confers the right to subscribe for one share of Reva Medical, Inc. common stock at par value $0.0001 (the "Common Stock") at an exercise price of either: (i) $5.00, if the Stock Option is exercised before an IPO or a pre-IPO share sale with net proceeds to the issuer of greater than $25,000,000 ("Subsequent Financing"); or (ii) if the Stock Option is exercised after an IPO or Subsequent Financing has occurred, the greater of (A) the applicable Subsequent Financing Price or IPO Price (as the case may be), but in no event to exceed $7.212 and (B) $5.00.
- F3Consideration was paid jointly by the Reporting Persons for the 166,500 Stock Options and 37 8.00% Convertible Notes for total consideration of $3,700,000.
- F4On June 16, 2017, GSI acquired 37 convertible notes with a face value of $100,000 each (the "8.00% Convertible Notes") that are convertible at any time into shares of Common Stock. The conversion price for the 8.00% Convertible Notes will initially be $8.655 per share of common stock (or $0.8655 per CDI), subject to adjustment as further described in the Prospectus for Offering of Convertible Notes and Options dated April 24, 2017. The number of shares of Common Stock to be issued upon conversion of the 8.00% Convertible Notes is determined by dividing the face value of the 8.00% Convertible Note converted by the conversion price in effect on the conversion date.
- F5GS Group may be deemed to beneficially own indirectly, an aggregate face value of $3,700,000 of the 8.00% Convertible Notes and 166,500 Stock Options by reason of GSI's direct beneficial ownership of the 8.00% Convertible Notes and the Stock Options.