UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SEASPINE HOLDINGS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
81255T 108
(CUSIP Number)
July 1, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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).
SCHEDULE 13G
CUSIP No. 81255T 108 | Page 1 of 9 |
1 | Names of reporting persons
Richard E. Caruso, Ph.D. | |||||
2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
36,875* | ||||
6 | Shared voting power
2,029,229* | |||||
7 | Sole dispositive power
36,875* | |||||
8 | Shared dispositive power
2,029,229* | |||||
9 |
Aggregate amount beneficially owned by each reporting person
2,066,104 | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
| |||||
11 | Percent of class represented by amount in Row 9
18.82%* | |||||
12 | Type of reporting person
IN |
* | Includes 20,652 shares of common stock that may be acquired upon exercise of options as of or within 60 days of July 13, 2015. Dr. Caruso disclaims beneficial ownership of the shares owned by Tru St Partnership LP, Provco Leasing Corporation and The Uncommon Individual Foundation as described in this Schedule 13G. |
SCHEDULE 13G
CUSIP No. 81255T 108 | Page 2 of 9 |
1 | Names of reporting persons
Tru St Partnership LP | |||||
2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Pennsylvania | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
6 | Shared voting power
1,997,068 | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
1,997,068 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
1,997,068 | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
Not Applicable | |||||
11 | Percent of class represented by amount in Row 9
18.23% | |||||
12 | Type of reporting person
PN |
SCHEDULE 13G
CUSIP No. 81255T 108 | Page 3 of 9 |
1 | Names of reporting persons
Provco Leasing Corporation | |||||
2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
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
7,779 | ||||
6 | Shared voting power
1,997,068 | |||||
7 | Sole dispositive power
7,779 | |||||
8 | Shared dispositive power
1,997,068 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
2,004,847 | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
Not Applicable | |||||
11 | Percent of class represented by amount in Row 9
18.30% | |||||
12 | Type of reporting person
CO |
SCHEDULE 13G
CUSIP No. 81255T 108 | Page 4 of 9 |
1 | Names of reporting persons
The Uncommon Individual Foundation | |||||
2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Pennsylvania | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
6 | Shared voting power
24,382 | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
24,382 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
24,382 | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
Not Applicable | |||||
11 | Percent of class represented by amount in Row 9
0.22% | |||||
12 | Type of reporting person
CO |
SCHEDULE 13G
CUSIP No. 81255T 108 | Page 5 of 9 |
ITEM 1. (a) | Name of Issuer: |
SeaSpine Holdings Corporation (the Issuer)
(b) | Address of Issuers Principal Executive Offices: |
2302 La Mirada Drive, Vista, California 92081
ITEM 2. (a) | Name of Person Filing: |
See (c) below.
(b) | Address or Principal Business Office: |
See (c) below.
(c) | Citizenship of each Reporting Person is: |
Richard E. Caruso Ph.D.
795 East Lancaster Ave., Suite 200
Villanova, Pennsylvania 19085
United States citizen
Tru St Partnership LP
795 East Lancaster Avenue, Suite 200
Villanova, Pennsylvania 19085
Pennsylvania limited partnership
Provco Leasing Corporation
1105 N. Market Street, Suite 602
Wilmington, Delaware 19810
Delaware corporation
The Uncommon Individual Foundation
795 East Lancaster Ave, Suite 204
Villanova, Pennsylvania 19085
Pennsylvania corporation
(d) | Title of Class of Securities: |
Common Stock, $0.01 par value per share (Common Stock).
(e) | CUSIP Number: 81255T 108 |
ITEM 3.
Not applicable.
SCHEDULE 13G
CUSIP No. 81255T 108 | Page 6 of 9 |
ITEM 4. | Ownership |
(a) Amount beneficially owned: As of July 13, 2015, Dr. Caruso may be deemed the beneficial owner of 2,066,104 shares of common stock. He individually holds 16,223 shares and holds options to purchase 20,652 shares of common stock that are exercisable within 60 days of July 13, 2015. Tru St Partnership LP (Tru St) may be deemed the beneficial owner of 1,997,068 shares of common stock. Dr. Caruso is the president and sole director of Provco Leasing Corporation (Provco Leasing). Provco Leasing is the corporate general partner of Tru St. Provco Leasing is also the beneficial owner of 2,004,847 shares of common stock. The Uncommon Individual Foundation is the beneficial owner of 24,382 shares of common stock as of July 13, 2014. Dr. Caruso is the founder and chief executive officer of The Uncommon Individual Foundation. Dr. Caruso disclaims beneficial ownership of shares held by Tru St, Provco Leasing and The Uncommon Individual Foundation.
(b) Percent of class: Based on an estimated 10,954,029 shares of the Issuers common stock outstanding as of July 13, 2015, Dr. Caruso may be deemed the beneficial owner of 18.82% of the Issuers common stock; Tru St, may be deemed the beneficial owner of 18.23% of the Issuers common stock; Provco Leasing may be deemed the beneficial owner of 18.30% of the Issuers common stock and The Uncommon Individual Foundation may be deemed the beneficial owner of 0.22% of the Issuers common stock as of July 13, 2015.
(c) The Reporting Persons have the power to vote or dispose of the number of shares as follows:
(i) Sole power to vote or direct the vote. Dr. Caruso may be deemed to have sole power to vote or direct the vote of 36,875 shares of common stock based on his ownership of 16,223 shares and options to purchase 20,652 shares of common stock that are exercisable within 60 days of July 13, 2015.
(ii) Shared power to vote or direct the vote. As of July 13, 2015, Dr. Caruso, Tru St, Provco Leasing and The Uncommon Individual Foundation may be deemed to share the power to vote or direct the vote with respect to 2,029,229 shares of common stock. Dr. Caruso and Tru St may be deemed to share the power to vote or direct the vote with respect to 1,997,068 shares of common stock. Dr. Caruso and Provco Leasing may be deemed to share the power to vote or direct the vote with respect to 1,997,068 shares of common stock. Dr. Caruso and The Uncommon Individual Foundation may be deemed to share the power to vote or direct the vote with respect to 24,382 shares of common stock as of July 13, 2015.
(iii) Sole power to dispose or direct the disposition. Dr. Caruso has sole power to dispose or control the disposition of 36,875 shares of common stock based on his ownership of 16,223 shares and options to purchase 20,652 shares of common stock that are exercisable within 60 days of July 13, 2015.
(iv) Shared power to dispose or direct the disposition. As of July 13, 2015, Dr. Caruso, Tru St Provco Leasing and The Uncommon Individual Foundation may be deemed to have shared power to dispose of or shared power to direct the disposition of 2,029,229 shares of common stock. Dr. Caruso and Tru St may be deemed to have shared power to dispose of or shared power to direct the disposition of 1,997,068 shares of common stock. Dr. Caruso and Provco Leasing may be deemed to have shared power to dispose of or shared power to direct the disposition of 1,997,068 shares of common stock. Dr. Caruso and The Uncommon Individual Foundation may be deemed to have shared power to dispose of or direct the disposition of 24,382 shares of common stock as of July 13, 2015.
SCHEDULE 13G
CUSIP No. 81255T 108 | Page 7 of 9 |
ITEM 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
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 |
Not applicable.
ITEM 8. | Identification and Classification of Members of the Group |
See Exhibit 99.1 below.
ITEM 9. | Notice of Dissolution of Group |
Not applicable.
ITEM 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, 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, other than activities solely in connection with a nomination under § 240.14a-11.
SCHEDULE 13G
CUSIP No. 81255T 108 | Page 8 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 13, 2015
By: | /s/ Richard E. Caruso | |
Name: | Richard E. Caruso, Ph.D. | |
TRU ST PARTNERSHIP LP | ||
By: | /s/ Richard E. Caruso, Ph.D. | |
Its: | President | |
PROVCO LEASING CORPORATION | ||
By: | /s/ Richard E. Caruso, Ph.D. | |
Its: | President | |
THE UNCOMMON INDIVIDUAL FOUNDATION | ||
By: | /s/ Richard E. Caruso, Ph.D. | |
Its: | President |
SCHEDULE 13G
CUSIP No. 81255T 108 | Page 9 of 9 |
LIST OF EXHIBITS
Exhibit |
Description | |
24.1 | Power of Attorney Richard E. Caruso | |
99.1 | Group Members | |
99.2 | Joint Filing Agreement |
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, RICHARD E. CARUSO, hereby make, constitute and appoint JOHN BOSTJANCIC and PAUL BENNY, or either of them signing singly, and with full power of substitution, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President of or in other capacities with Tru St Partnership LP, Provco Leasing Corporation and The Uncommon Individual Foundation, all documents, certificates, instruments, statements, filings and agreements (documents) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with any stock exchange, self-regulatory association, the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the SEC) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the Act) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act, including without limitation Form 3, 4, 5, 144, or Schedules 13D, 13F and 13G and any amendments to said forms or schedules, in each case, as determined by such person to be necessary or appropriate. Any such determination shall be conclusively evidenced by such persons execution, delivery, furnishing and/or filing of the applicable document.
All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until the date revoked in writing by the undersigned, and this power of attorney does not revoke or replace any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, I have executed this instrument as of the 13th day of July, 2015.
/s/ RICHARD E. CARUSO | ||
Richard E. Caruso |
Exhibit 99.1
Group Members
Richard E. Caruso, Ph.D.
Tru St Partnership LP
Provco Leasing Corporation
The Uncommon Individual Foundation
Exhibit 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share of SeaSpine Holdings Corporation, and further agree that this Joint Filing Agreement be included as Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 13th day of July, 2015.
TRU ST PARTNERSHIP LP | ||||||||
By: | /s/ Richard E. Caruso, Ph.D. |
By: | /s/ Richard E. Caruso, Ph.D. | |||||
Its: | President | Richard E. Caruso, Ph.D. | ||||||
PROVCO LEASING CORPORATION | ||||||||
By: | /s/ Richard E. Caruso, Ph.D. |
|||||||
Its: | President | |||||||
THE UNCOMMON INDIVIDUAL FOUNDATION | ||||||||
By: | /s/ Richard E. Caruso, Ph.D. |
|||||||
Its: | President |