SEC Form 4 · accession 0001760173-19-000032
RTI Surgical Holdings, Inc. · RTIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Johannes Wynand Louw
Officer — Vice President Finance
Period of report
Mar 8, 2019
Accepted (ET)
Mar 12, 2019 · 12:17 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 | 39,359 | — | A | 39,359 | 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 | $2.69 | Mar 8, 2019 | A | 2,000 | A | Mar 8, 2019 | Feb 28, 2021 | Common Stock | 2,000 | 2,000 | D |
| Option to purchase Common Stock | $4.02 | Mar 8, 2019 | A | 6,000 | A | Mar 8, 2019 | Feb 9, 2022 | Common Stock | 6,000 | 6,000 | D |
| Option to purchase Common Stock | $3.60 | Mar 8, 2019 | A | 15,000 | A | Mar 8, 2019 | Feb 25, 2023 | Common Stock | 15,000 | 15,000 | D |
| Option to purchase Common Stock | $3.78 | Mar 8, 2019 | A | 20,000 | A | Mar 8, 2019 | Feb 25, 2024 | Common Stock | 20,000 | 20,000 | D |
| Option to purchase Common StockF4 | $5.23 | Mar 8, 2019 | A | 20,000 | A | — | Feb 17, 2025 | Common Stock | 20,000 | 20,000 | D |
| Option to purchase Common StockF5 | $3.31 | Mar 8, 2019 | A | 19,355 | A | — | Feb 24, 2026 | Common Stock | 19,355 | 19,355 | D |
| Option to purchase Common StockF6 | $4.60 | Mar 8, 2019 | A | 26,432 | A | — | May 3, 2027 | Common Stock | 26,432 | 26,432 | D |
| Option to purchase Common StockF7 | $4.25 | Mar 8, 2019 | A | 20,500 | A | — | Feb 29, 2028 | Common Stock | 20,500 | 20,500 | D |
| Option to purchase Common StockF8 | $4.26 | Mar 8, 2019 | A | 12,376 | A | — | Nov 29, 2028 | Common Stock | 12,376 | 12,376 | 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 29,909 shares of restricted stock that will vest on; 4,348 shares will vest on both 5/03/2019 and 5/03/2020, 3,100 shares will vest on both 2/29/2020 and 2/28/2021, 1,957 shares will vest on 11/29/2019 and 1,956 shares will vest on both 11/29/2020 and 11/29/2021, 3,048 shares will vest on 2/26/2020, 2/26/2021 and 2/26/2022.
- F4Total includes 16,000 exercisable options and 4,000 that will become exercisable on 2/17/2020.
- F5Total includes 11,613 exercisable options and 3,871 will become exercisable on both 2/24/2020 and 2/24/2021.
- F6Total includes 5,287 exercisable options and 5,287 will become exercisable on 5/3/2019 and 5,286 will become exercisable on each 5/03/2020. 05/03/2021 and 05/03/2022.
- F7Total includes 4,100 exercisable options and 4,100 options will become exercisable on each of 2/29/2020, 2/28/2021, 2/28/2022 and 2/28/2023.
- F8This option will become exercisable as to 2,475 shares on each of 11/29/2019, 11/29/2020, 11/29/2021, 11/29/2022 and 2,476 shares on 11/29/2023.