0000921895-16-004124.txt : 20160414 0000921895-16-004124.hdr.sgml : 20160414 20160414153226 ACCESSION NUMBER: 0000921895-16-004124 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20160414 DATE AS OF CHANGE: 20160414 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60813 FILM NUMBER: 161571613 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: Krensavage Asset Management, LLC CENTRAL INDEX KEY: 0001609251 IRS NUMBER: 262520930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 130 EAST 59TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-888-1582 MAIL ADDRESS: STREET 1: 130 EAST 59TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da210653002_04142016.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da210653002_04142016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

RTI Surgical, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

74975N105
(CUSIP Number)
 
MICHAEL P. KRENSAVAGE
KRENSAVAGE ASSET MANAGEMENT, LLC
130 E. 59th St.
11th Floor
New York, NY 10022
(212) 518-1970

STEVE WOLOSKY
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 12, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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
NAME OF REPORTING PERSON
 
KRENSAVAGE PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,925,170
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,925,170
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,925,170
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 74975N105
 
1
NAME OF REPORTING PERSON
 
KRENSAVAGE ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,925,170
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,925,170
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,925,170
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.1%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 74975N105
 
1
NAME OF REPORTING PERSON
 
KRENSAVAGE PARTNERS TOO, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
521,920
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
521,920
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
521,920
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
4

 
CUSIP NO. 74975N105
 
1
NAME OF REPORTING PERSON
 
KRENSAVAGE ADVISORS TOO, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
521,920
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
521,920
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
521,920
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
5

 
CUSIP NO. 74975N105
 
1
NAME OF REPORTING PERSON
 
KRENSAVAGE ASSET MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,447,090
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,447,090
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,447,090
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.0%
14
TYPE OF REPORTING PERSON
 
IA

 
6

 
CUSIP NO. 74975N105
 
1
NAME OF REPORTING PERSON
 
MICHAEL P. KRENSAVAGE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,447,090
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
3,447,090
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,447,090
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.0%
14
TYPE OF REPORTING PERSON
 
IN

 
7

 
CUSIP NO. 74975N105
 
1
NAME OF REPORTING PERSON
 
JEFFREY D. GOLDBERG
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
8

 
CUSIP NO. 74975N105
 
1
NAME OF REPORTING PERSON
 
DARREN P. LEHRICH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
9

 
CUSIP NO. 74975N105
 
1
NAME OF REPORTING PERSON
 
MARK D. STOLPER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
10

 
CUSIP NO. 74975N105
 
1
NAME OF REPORTING PERSON
 
FRANK R. WILLIAMS JR.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
11

 
CUSIP NO. 74975N105
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
 
(a)
This statement is filed by:
 
 
(i)
Krensavage Partners, LP, a Delaware limited partnership (“Krensavage Partners”);
 
 
(ii)
Krensavage Partners Too, LP, a Delaware limited partnership (“Krensavage Partners Too”);
 
 
(iii)
Krensavage Advisors, LLC, a Delaware limited liability company (“Krensavage Advisors”), which serves as the general partner of Krensavage Partners;
 
 
(iv)
Krensavage Advisors Too, LLC, a Delaware limited liability company (“Krensavage Advisors Too”), which serves as the general partner of Krensavage Partners Too;
 
 
(v)
Krensavage Asset Management, LLC, a Delaware limited liability company (“Krensavage Asset Management”), which serves as the investment manager of each of Krensavage Partners and Krensavage Partners Too;
 
 
(vi)
Michael P. Krensavage, who serves as the managing member of Krensavage Asset Management;
 
 
(vii)
Jeffrey D. Goldberg, as a nominee for the Board of Directors of the Issuer (the “Board”);
 
 
(viii)
Darren P. Lehrich, as a nominee for the Board;
 
 
(ix)
Mark D. Stolper, as a nominee for the Board; and
 
 
(x)
Frank R. Williams Jr., as a nominee for the Board.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting Persons is party to that certain Amended and Restated Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Krensavage Partners, Krensavage Partners Too, Krensavage Advisors, Krensavage Advisors Too, Krensavage Asset Management, and Mr. Krensavage is 130 E. 59th St., 11th Floor, New York, NY 10022.  The principal business address of Mr. Goldberg is 3201 Barhite Street, Pasadena, California 91107. The principal business address of Mr. Lehrich is 500 Cummings Center, Suite 6500, Beverly, MA 01915.  The principal business address of Mr. Stolper is c/o RadNet, Inc., 1510 Cotner Avenue, Los Angeles, California 90025.  The principal business address of Mr. Williams is 200 Park Avenue, 32nd Floor, New York, New York 10166.  
 
 
12

 
CUSIP NO. 74975N105
 
(c)           The principal business of each of Krensavage Partners and Krensavage Partners Too is investing in securities. The principal business of Krensavage Advisors is serving as the general partner of Krensavage Partners. The principal business of Krensavage Advisors Too is serving as the general partner of Krensavage Partners Too. The principal business of Krensavage Asset Management is serving as the investment manager of each of Krensavage Partners and Krensavage Partners Too. The principal occupation of Mr. Krensavage is serving as the managing member of Krensavage Asset Management.   The principal occupation of Mr. Goldberg is serving as Chair of the Board of Directors of MModal IP LLC, a provider of service-based and technology-based transcription, coding, and clinical documentation-improvement services to health care systems, and as Co-Chair of Surgical Specialties Corporation, which supplies blades and wound-closure devices to support the surgical suite as well as OEM products to most of the world’s largest medical device companies.  The principal occupation of Mr. Lehrich is serving as Senior Vice President, Strategy & Investor Relations of American Renal Associates, Inc., a national provider of dialysis services.  The principal occupation of Mr. Stolper is serving as Executive Vice President and Chief Financial Officer of RadNet, Inc., a national provider of freestanding, fixed-site outpatient diagnostic imaging services in the U.S. based on number of locations and annual imaging revenue.  Mr. Stolper also serves as a member of the Boards of Directors of On Track Innovations, Ltd., a developer and marketer of contactless microprocessor-based smart card solutions, and Surgical Solutions, LLC, a provider of minimally invasive surgical support and equipment.  The principal occupation of Mr. Williams is serving as Senior Vice President and Senior Managing Director of Acquisitions for Medical Properties Trust, Inc., a real estate investment trust focusing exclusively on providing capital to acute care facilities.
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Krensavage, Goldberg, Lehrich, Stolper, and Williams are citizens of the United States of America.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On April 12, 2016, Krensavage Partners (together with its affiliates, “Krensavage”) delivered a letter to the Issuer (the “Supplemental Letter”) supplementing Krensavage’s February 19, 2016 letter to the Issuer nominating four highly qualified nominees for election to the Board at the 2016 annual meeting of stockholders (the “Annual Meeting”).  In the Supplemental Letter, Krensavage notified the Issuer of its substitution of Darren P. Lehrich for former nominee John S. Watts Jr., as one of Krensavage’s nominees for election to the Board at the Annual Meeting.  Krensavage believes Mr. Lehrich is well qualified to serve on the Board, as evidenced by his biography below, given his relevant credentials and industry experience.
 
Darren P. Lehrich has served as Senior Vice President, Strategy & Investor Relations of American Renal Associates, Inc. (“ARA”), a national provider of dialysis services, since July 2015. Prior to ARA, Mr. Lehrich served as Managing Director in the Health Care Providers Equity Research Team at Deutsche Bank AG (NYSE:DB), a global banking and financial services company, from May 2005 to July 2015. Prior to Deutsche Bank, Mr. Lehrich served as Managing Director and Senior Analyst covering the Health Care Services sector at Piper Jaffray & Co, a subsidiary of the investment banking and asset management firm Piper Jaffray Companies (NYSE:PJC), from 2004 to 2005. He also served as a Senior Health Care Analyst at SunTrust Robinson Humphrey, Inc., an investment banking firm, from 2001 to 2004, and at ING Barings Furman Selz LLC, a securities firm, from 1997 to 2001. Mr. Lehrich began his career at Memorial Sloan-Kettering Cancer Center, where he served in practice management roles in the Ambulatory Care Division, from 1993 to 1995. Mr. Lehrich earned his MBA in Finance from the Krannert School of Management at Purdue University and a B.S. in Healthcare Policy and Administration from the Pennsylvania State University. Mr. Lehrich was Nashville Health Care Council Fellow (2015), and a recipient of the Penn State Alumni Achievement Award (2007).
 
 
13

 
CUSIP NO. 74975N105
 
Krensavage filed a preliminary proxy statement in connection with the Annual Meeting, which included Mr. Lehrich as one of Krensavage’s four highly qualified nominees.

Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 57,803,111 Shares outstanding, as of February 26, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 7, 2016.
 
A.
Krensavage Partners
 
 
(a)
As of the date hereof, Krensavage Partners directly owns 2,925,170 Shares.
 
Percentage: Approximately 5.1%
 
 
(b)
1. Sole power to vote or direct vote: 2,925,170
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,925,170
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Krensavage Partners has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
B.
Krensavage Advisors
 
 
(a)
Krensavage Advisors, as the general partner of Krensavage Partners, may be deemed the beneficial owner of the 2,925,170 Shares owned by Krensavage Partners.
 
Percentage: Approximately 5.1%
 
 
(b)
1. Sole power to vote or direct vote: 2,925,170
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 2,925,170
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Krensavage Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
 
14

 
CUSIP NO. 74975N105
 
C.
Krensavage Partners Too
 
 
(a)
As of the date hereof, Krensavage Partners Too directly owns 521,920 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 521,920
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 521,920
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Krensavage Partners Too has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
D.
Krensavage Advisors Too
 
 
(a)
Krensavage Advisors Too, as the general partner of Krensavage Partners Too, may be deemed the beneficial owner of the 521,920 Shares owned by Krensavage Partners Too.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 521,920
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 521,920
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Krensavage Advisors Too has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
E.
Krensavage Asset Management
 
 
(a)
Krensavage Asset Management, as the investment manager of each of Krensavage Partners and Krensavage Partners Too, may be deemed the beneficial owner of the (i) 2,925,170 Shares owned by Krensavage Partners and (ii) 521,920 Shares owned by Krensavage Partners Too.
 
Percentage: Approximately 6.0%
 
 
(b)
1. Sole power to vote or direct vote: 3,447,090
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,447,090
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Krensavage Asset Management has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
 
15

 
CUSIP NO. 74975N105
 
F.
Mr. Krensavage
 
 
(a)
Mr. Krensavage, as the managing member of Krensavage Asset Management, may be deemed the beneficial owner of the (i) 2,925,170 Shares owned by Krensavage Partners and (ii) 521,920 Shares owned by Krensavage Partners Too.
 
Percentage: Approximately 6.0%
 
 
(b)
1. Sole power to vote or direct vote: 3,447,090
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,447,090
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Krensavage has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
G.           Messrs. Goldberg, Lehrich, Stolper, and Williams
 
 
(a)
As of the date hereof, Messrs. Goldberg, Lehrich, Stolper, and Williams do not own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
None of Messrs. Goldberg, Lehrich, Stolper, or Williams has entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On April 14, 2016, the Reporting Persons entered into an Amended and Restated Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of Krensavage’s nominees at the Annual Meeting (the “Solicitation”), and (c) Krensavage agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation. The Amended and Restated Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
16

 
CUSIP NO. 74975N105
 
Pursuant to a letter agreement, Krensavage has agreed to indemnify Mr. Lehrich against claims arising from the Solicitation and any related transactions.  A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Amended and Restated Joint Filing and Solicitation Agreement by and among Krensavage Partners, LP, Krensavage Partners Too, LP, Krensavage Advisors, LLC, Krensavage Advisors Too, LLC, Krensavage Asset Management, LLC, Michael P. Krensavage, Jeffrey D. Goldberg, Darren P. Lehrich, Mark D. Stolper, and Frank R. Williams Jr., dated April 14, 2016.
 
 
99.2
Form of Indemnification Letter Agreement.
 
 
99.3
Power of Attorney.
 
 
17

 
CUSIP NO. 74975N105
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  April 14, 2016
 
 
Krensavage Partners, LP
   
 
By:
Krensavage Asset Management, LLC
Investment Manager
   
 
By:
/s/ Michael P. Krensavage
   
Name:
Michael P. Krensavage
   
Title:
Managing Member

 
Krensavage Partners Too, LP
   
 
By:
Krensavage Asset Management, LLC
Investment Manager
   
 
By:
/s/ Michael P. Krensavage
   
Name:
Michael P. Krensavage
   
Title:
Managing Member

 
Krensavage Advisors, LLC
   
 
By:
/s/ Michael P. Krensavage
   
Name:
Michael P. Krensavage
   
Title:
Owner

 
Krensavage Advisors Too, LLC
   
 
By:
/s/ Michael P. Krensavage
   
Name:
Michael P. Krensavage
   
Title:
Owner

 
Krensavage Asset Management, LLC
     
   
 
By:
/s/ Michael P. Krensavage
   
Name:
Michael P. Krensavage
   
Title:
Managing Member

 
/s/ Michael P. Krensavage
 
MICHAEL P. KRENSAVAGE
Individually and as attorney-in-fact for Jeffrey D. Goldberg, Darren P. Lehrich, Mark D. Stolper, and Frank R .Williams Jr.

 
 
18

 
 
EX-99.1 2 ex991to13da210653002_041416.htm JOINT FILING AND SOLICITATION AGREEMENT ex991to13da210653002_041416.htm
Exhibit 99.1
 
AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of RTI Surgical, Inc., a Delaware corporation (the “Company”);
 
WHEREAS, Krensavage Partners, LP, Krensavage Partners Too, LP, Krensavage Advisors, LLC, Krensavage Advisors Too, LLC, Krensavage Asset Management, LLC, Michael P. Krensavage (collectively, “Krensavage”), Jeffrey D. Goldberg, Darren P. Lehrich, Mark D. Stolper, and Frank R. Williams Jr., wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2016 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2016 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 14th day of April 2016 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
 
2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the 2016 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
 
4.           Krensavage shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.
 
5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Krensavage, or its representatives, which approval shall not be unreasonably withheld.
 
6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.
 
10.         Each party acknowledges that Olshan shall act as counsel for both the Group and Krensavage relating to their investment in the Company.
 
11.         Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 
 
 

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
Krensavage Partners, LP
   
 
By:
Krensavage Asset Management, LLC
Investment Manager
   
 
By:
/s/ Michael P. Krensavage
   
Name:
Michael P. Krensavage
   
Title:
Managing Member

 
Krensavage Partners Too, LP
   
 
By:
Krensavage Asset Management, LLC
Investment Manager
   
 
By:
/s/ Michael P. Krensavage
   
Name:
Michael P. Krensavage
   
Title:
Managing Member

 
Krensavage Advisors, LLC
   
 
By:
/s/ Michael P. Krensavage
   
Name:
Michael P. Krensavage
   
Title:
Owner

 
Krensavage Advisors Too, LLC
   
 
By:
/s/ Michael P. Krensavage
   
Name:
Michael P. Krensavage
   
Title:
Owner

 
Krensavage Asset Management, LLC
     
   
 
By:
/s/ Michael P. Krensavage
   
Name:
Michael P. Krensavage
   
Title:
Managing Member

 
/s/ Michael P. Krensavage
 
MICHAEL P. KRENSAVAGE
Individually and as attorney-in-fact for Jeffrey D. Goldberg, Darren P. Lehrich, Mark D. Stolper, and Frank R .Williams Jr.

EX-99.2 3 ex992to13da210653002_041416.htm FORM OF INDEMNIFICATION AGREEMENT ex992to13da210653002_041416.htm
Exhibit 99.2
 

KRENSAVAGE PARTNERS, LP
c/o Krensavage Asset Management, LLC
130 E. 59th Street, 11th Floor
New York, NY 10022


 
April __, 2016
 
[Nominee]
_________
_________


Re:           RTI Surgical, Inc.
 
Dear Mr. [______]:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of RTI Surgical, Inc. (the “Company”) in connection with the proxy solicitation that Krensavage Partners, LP and its affiliates (collectively, the “Krensavage Group”) is considering undertaking to nominate and elect directors at the Company’s 2016 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Krensavage Group Solicitation”).  Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders.  This letter (“Agreement”) will set forth the terms of our agreement.
 
The members of the Krensavage Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Krensavage Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company.  This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Krensavage Group Solicitation and any related transactions (each, a “Loss”).
 
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Krensavage Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Krensavage Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure).  Upon receipt of such written notice, the Krensavage Group will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.  The Krensavage Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
 
You hereby agree to keep confidential and not disclose to any party, without the consent of the Krensavage Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Krensavage Group, its affiliates or members of its Schedule 13D group which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder.  Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Krensavage Group, its affiliates or members of its Schedule 13D group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.
 
 
 

 

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Krensavage Group so that the Krensavage Group or any member thereof may seek a protective order or other appropriate remedy or, in the Krensavage Group’s sole discretion, waive compliance with the terms of this Agreement.  In the event that no such protective order or other remedy is obtained or the Krensavage Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Krensavage Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Krensavage Group and, upon the request of a representative of the Krensavage Group, all such information shall be returned or, at the Krensavage Group’s option, destroyed by you, with such destruction confirmed by you to the Krensavage Group in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

 
*              *              *
 
 
 

 
 
If you agree to the foregoing terms, please sign below to indicate your acceptance.
 

VERY TRULY YOURS,
 
KRENSAVAGE PARTNERS, LP
 
By:
Krensavage Asset Management, LLC,
its investment manager
 
By:
 
Name:
 
Title:
 


 
ACCEPTED AND AGREED:
 

 
________________________
[___________]
 
EX-99.3 4 ex993to13da210653002_041416.htm POWER OF ATTORNEY ex993to13da210653002_041416.htm
Exhibit 99.3
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Michael P. Krensavage as the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of RTI Surgical, Inc. (the “Company”) directly or indirectly beneficially owned by Krensavage Asset Management, LLC or any of its affiliates (collectively, the “Krensavage Group”) and (ii) any proxy solicitation of the Krensavage Group to elect the Krensavage Group’s slate of director nominees to the board of directors of the Company at the 2016 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Krensavage Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Krensavage Group;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Krensavage Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of April 2016.
 

/s/ Darren P. Lehrich
DARREN P. LEHRICH