SEC Form 4 · accession 0001209191-15-058211
Orthofix Medical Inc. · OFIX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brad Mason
Officer — CEO
Period of report
Jun 30, 2015
Accepted (ET)
Jul 1, 2015 · 6:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000884624
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 30, 2015 | A | 16,700 | $0.00 | A | 121,874 | D | |
| Common StockF2 | Jun 30, 2015 | A | 33,400 | $0.00 | A | 155,274 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $33.12 | Jun 30, 2015 | A | 50,100 | A | — | Jun 30, 2025 | Common Stock | 50,100 | 50,100 | D |
Explanation of responses
- F1Represents time-based vesting restricted stock that vests in 25% increments on the first, second, third and fourth anniversaries of the grant date, June 30, 2015.
- F2Represents performance-based vesting restricted stock. Under the terms of the grant, 50% of the restricted stock will vest if the Company achieves Adjusted EBITDA of $78.5 million or greater in any of the 2016, 2017 or 2018 fiscal years, and (ii) 50% will vest if the Company achieves ROIC of 12.2% or greater in any of the 2016, 2017 or 2018 fiscal years. In the event that the Adjusted EBITDA criteria and/or ROIC criteria is not achieved, pro rata vesting of 50-100% of that portion of the award will occur if 2018 fiscal year Adjusted EBITDA is between $74.6 million and $78.5 million and/or ROIC is between 11.6% and 12.2%. As part of the grant, recipient has also received a performance right that entitles the recipient to receive additional shares of common stock (ranging from 0-50% of the amount of shares of restricted stock currently being granted) if 2018 fiscal year Adjusted EBITDA is between $78.5 million and $86.4 million and/or 2018 fiscal year ROIC is between 12.2% and 13.5%.
- F3These stock options vest in 25% increments on the first, second, third and fourth anniversaries of the grant date, June 30, 2015.