0001104659-15-009957.txt : 20150213 0001104659-15-009957.hdr.sgml : 20150213 20150213082000 ACCESSION NUMBER: 0001104659-15-009957 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: GLEN CAPITAL PARTNERS GP I LLC GROUP MEMBERS: GLEN CAPITAL PARTNERS LLC GROUP MEMBERS: GREGORY L. SUMME SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RTI SURGICAL, INC. CENTRAL INDEX KEY: 0001100441 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 593466543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60813 FILM NUMBER: 15609161 BUSINESS ADDRESS: STREET 1: 11621 RESEARCH CIRCLE CITY: ALACHUA STATE: FL ZIP: 32615 BUSINESS PHONE: 386-418-8888 MAIL ADDRESS: STREET 1: 11621 RESEARCH CIRCLE CITY: ALACHUA STATE: FL ZIP: 32615 FORMER COMPANY: FORMER CONFORMED NAME: RTI Biologics, Inc. DATE OF NAME CHANGE: 20080227 FORMER COMPANY: FORMER CONFORMED NAME: REGENERATION TECHNOLOGIES INC DATE OF NAME CHANGE: 19991206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Glen Capital Partners Fund I, L.P. CENTRAL INDEX KEY: 0001572382 IRS NUMBER: 462135960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 160 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 617-229-6320 MAIL ADDRESS: STREET 1: 800 SOUTH STREET STREET 2: SUITE 160 CITY: WALTHAM STATE: MA ZIP: 02453 SC 13G/A 1 a15-4183_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment 2)*

 

RTI SURGICAL, INC.

(Name of Issuer)

COMMON STOCK, $0.001 par value

(Title of Class of Securities)

74995N105

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 74975N105

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Glen Capital Partners Fund I, L.P. (EIN 46-2135960)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
4,852,060

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
4,852,060

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,852,060

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No. 74975N105

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Glen Capital Partners LLC (EIN 46-1943999)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
4,852,060

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
4,852,060

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,852,060

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.5%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3



 

CUSIP No. 74975N105

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Glen Capital Partners GP I LLC (EIN 46-2147160)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

 

6.

Shared Voting Power
4,852,060

 

7.

Sole Dispositive Power
- 0 -

 

8.

Shared Dispositive Power
4,852,060

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,852,060

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.5%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4



 

CUSIP No. 74975N105

 

 

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Gregory L. Summe

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization:
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
419,000

 

6.

Shared Voting Power
4,852,060

 

7.

Sole Dispositive Power
419,000

 

8.

Shared Dispositive Power
4,852,060

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,271,060

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

5



 

CUSIP No. 74975N105

 

Item 1.

 

 

 

(a)

Name of Issuer:
RTI Surgical Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
11621 Research Circle, Alachua, FL 32615

 

Item 2.

 

 

 

(a)

Name of Person(s) Filing:
Glen Capital Partners Fund I, L.P.

Glen Capital Partners LLC

Glen Capital Partners GP I LLC

Gregory L. Summe

 

(b)

Address of Principal Business Office or, if none, Residence:
The principal business address of each person filing is:

800 South Street, Suite 160, Waltham, MA 02453

 

(c)

Citizenship:
Glen Capital Partners Fund I, L.P. is a Delaware limited partnership

Glen Capital Partners LLC is a Delaware limited liability company

Glen Capital Partners GP I LLC is a Delaware limited liability company

Gregory L. Summe is a United States citizen

 

(d)

Title of Class of Securities:
Common Stock, $0.001 par value

 

(e)

CUSIP Number:
74975N105

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

6



 

CUSIP No. 74975N105

 

Ownership.

 

(a)

Amount beneficially owned:   
Glen Capital Partners Fund I, L.P.:  4,852,060
Glen Capital Partners LLC:  4,852,060
Glen Capital Partners GP I LLC: 4,852,060
Gregory L. Summe:  5,271,060

 

(b)

Percent of class:   
Glen Capital Partners Fund I, L.P.: 8.5%
Glen Capital Partners LLC: 8.5%
Glen Capital Partners GP I LLC: 8.5%
Gregory L. Summe: 9.3%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   
Glen Capital Partners Fund I, L.P.: - 0 -
Glen Capital Partners LLC: - 0 -
Glen Capital Partners GP I LLC: - 0 -
Gregory L. Summe: 419,000

 

 

(ii)

Shared power to vote or to direct the vote:
Glen Capital Partners Fund I, L.P.:  4,852,060
Glen Capital Partners LLC:  4,852,060
Glen Capital Partners GP I LLC:  4,852,060
Gregory L. Summe: 4,852,060

 

 

(iii)

Sole power to dispose or to direct the disposition of:
Glen Capital Partners Fund I, L.P.: - 0 -
Glen Capital Partners LLC: - 0 -
Glen Capital Partners GP I LLC: - 0 -
Gregory L. Summe: 419,000

 

 

(iv)

Shared power to dispose or to direct the disposition of:
Glen Capital Partners Fund I, L.P.: 4,852,060
Glen Capital Partners LLC: 4,852,060
Glen Capital Partners GP I LLC: 4,852,060
Gregory L. Summe: 4,852,060

 

7



 

CUSIP No. 74975N105

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

8



 

CUSIP No. 74975N105

 

Item 10.

Certification.

 

By signing below the undersigned each certifies that, to the best knowledge and belief of the undersigned, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: February 13, 2015

 

 

 

 

/s/ Gregory L. Summe

 

Gregory L. Summe, individually, and as sole member of Glen Capital Partners LLC and Glen Capital Partners GP I LLC for itself and as the general partner of Glen Capital Partners Fund I, L.P.

 

9



 

CUSIP No. 74975N105

 

Exhibit A

 

AGREEMENT

 

Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing the information required by Schedule 13G needs be filed with respect to the ownership by each of the undersigned of the shares of common stock of RTI Surgical Inc., and that the amended Schedule 13G to which this Agreement is appended as Exhibit A is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.

 

EXECUTED as a sealed instrument this 13th day of February 2015.

 

 

 

/s/ Gregory L. Summe

 

Gregory L. Summe, individually, and as sole member of Glen Capital Partners LLC and Glen Capital Partners GP I LLC for itself and as the general partner of Glen Capital Partners Fund I, L.P.

 

10