SEC Form 4 · accession 0001760173-19-000028
RTI Surgical Holdings, Inc. · RTIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Olivier M Visa
Officer — VP-OEM, Sports, Donor Services
Period of report
Mar 8, 2019
Accepted (ET)
Mar 11, 2019 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001760173
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Mar 8, 2019 | A | 148,326 | — | A | 148,326 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to purchase common stock $.001 par valueF4 | $4.25 | Mar 8, 2019 | A | 38,800 | A | — | Feb 28, 2028 | Common stock | 38,800 | 38,800 | D |
| Option to purchase common stock $.001 par valueF5 | $4.50 | Mar 8, 2019 | A | 16,900 | A | — | May 1, 2028 | Common Stock | 16,900 | 16,900 | D |
Explanation of responses
- F1On March 8, 2019, pursuant to the Master Transaction Agreement, by and among the Issuer, RTI Surgical, Inc., a Delaware corporation ("Old RTI"), PS Spine Holdco, LLC, a Delaware limited liability company (the "Member"), and Bears Merger Sub, Inc., a Delaware corporation (the "Merger Sub"): (a) the Merger Sub merged with and into Old RTI, with Old RTI surviving as a wholly-owned subsidiary of the Issuer (the "Merger"); (b) the Member contributed all of the issued and outstanding membership interests of Paradigm Spine, LLC, a Delaware limited liability company and wholly owned subsidiary of the Member, to the Issuer; and (c) the Issuer was renamed "RTI Surgical Holdings, Inc."
- F2Pursuant to the Master Transaction Agreement, at the effective time of the Merger: (a) each issued and outstanding share of common stock of Old RTI converted automatically into one share of the Issuer's common stock; (b) each issued and outstanding share of Series A Convertible Preferred Stock of Old RTI converted automatically into one share of the Issuer's Series A Convertible Preferred Stock; and (c) each stock option and restricted stock award granted by Old RTI converted into a stock option or restricted stock award, as applicable, of the Issuer with respect to an equivalent number of shares of the Issuer's common stock on the same terms and conditions as were applicable prior to the Closing. This report reflects the beneficial ownership of the reporting person at the time of the consummation of the Merger and does not include the securities of the Issuer acquired by the reporting person upon the consummation of the Merger.
- F3Total includes 95,459 shares of restricted stock that will vest on; 25,000 on each of 10/02/2019 and 10/02/2020, 5,867 shares on 2/29/2020 and 5,866 shares on 2/28/2021, 2,767 shares on each of 5/01/2019 and 5/01/2020 and 2,766 shares on 5/01/2021, 8,476 shares on 2/26/2020 and 8,475 shares on each of 2/26/2021 and 2/26/2022.
- F47,760 shares of this option is exercisable and 7,760 will become exercisable on each of 2/29/2020, 2/28/2021, 2/28/2022 and 2/28/2023.0
- F5This option is exercisable as to 3,380 shares on each of 5/1/2019, 5/1/2020, 5/1/2021, 5/1/2022 and 5/1/2023.