| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GLOBUS MEDICAL INC [ GMED ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2012 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/08/2012 | C | 7,444,168 | A | $0.00 (1) | 8,048,433 | I | By Fund (2) | ||
| Class A Common Stock | 08/08/2012 | S | 804,232 | D | $11.16 | 7,244,201 | I | By Fund (2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series E Preferred Stock | (1) | 08/08/2012 | C | 7,444,168 | (1) | (1) | Class A Common Stock | 7,444,168 | $0.00 | 0 | I | By Fund (2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Company's Series E Preferred Stock automatically converted into the Company's Class A Common Stock on a one-for-one basis upon the closing of the Company's initial public offering and had no expiration date. |
| 2. Clarus Ventures I Management, L.P. ("Clarus I Management") as the sole general partner of Clarus Lifesciences I, L.P. (the "Fund") and Clarus Ventures I, LLC ("Clarus I GPLLC") as the sole general partner of Clarus I Management, may be deemed to beneficially own certain of the shares held of record by the Fund. Clarus I Management disclaims beneficial ownership of all shares held of record by the Fund in which Clarus I Management does not have an actual pecuniary interest. Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of Clarus I GPLLC, may be deemed to beneficially own certain of the shares held of record by the Fund. Each of Clarus I GPLLC and Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by the Fund in which he does not have an actual pecuniary interest. |
| Remarks: |
| /s/ Robert Liptak, Managing director of Clarus Ventures I, LLC, general partner of Clarus Ventures I Management, L.P., general partner of Clarus Lifesciences I, L.P. | 08/10/2012 | |
| Robert Liptak, Managing director of Clarus Ventures I, LLC, general partner of Clarus Ventures I Management, L.P. | 08/10/2012 | |
| Robert Liptak, Managing director of Clarus Ventures I, LLC | 08/10/2012 | |
| Robert Liptak, as attorney-in-fact for Nicholas Galakatos | 08/10/2012 | |
| Robert Liptak, as attorney-in-fact for Dennis Henner | 08/10/2012 | |
| Robert Liptak | 08/10/2012 | |
| Robert Liptak, as attorney-in-fact for Nicholas Simon | 08/10/2012 | |
| Robert Liptak, as attorney-in-fact for Michael Steinmetz | 08/10/2012 | |
| Robert Liptak, as attorney-in-fact for Kurt Wheeler | 08/10/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||