0001193125-15-251345.txt : 20150713 0001193125-15-251345.hdr.sgml : 20150713 20150713171233 ACCESSION NUMBER: 0001193125-15-251345 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150713 DATE AS OF CHANGE: 20150713 GROUP MEMBERS: PROVCO LEASING CORP GROUP MEMBERS: TRU ST PARTNERSHIP LP GROUP MEMBERS: UNCOMMON INDIVIDUAL FOUNDATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SeaSpine Holdings Corp CENTRAL INDEX KEY: 0001637761 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 473251758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88930 FILM NUMBER: 15985991 BUSINESS ADDRESS: STREET 1: 2302 LA MIRADA DRIVE CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: (760) 727-8399 MAIL ADDRESS: STREET 1: 2302 LA MIRADA DRIVE CITY: VISTA STATE: CA ZIP: 92081 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARUSO RICHARD E CENTRAL INDEX KEY: 0001187576 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 311 C ENTERPRISE DRIVE CITY: PLAINSBORO STATE: NJ ZIP: 08536 SC 13G 1 d32567dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

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 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).

 

 

 


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

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

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

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

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 Issuer’s 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 Issuer’s common stock outstanding as of July 13, 2015, Dr. Caruso may be deemed the beneficial owner of 18.82% of the Issuer’s common stock; Tru St, may be deemed the beneficial owner of 18.23% of the Issuer’s common stock; Provco Leasing may be deemed the beneficial owner of 18.30% of the Issuer’s common stock and The Uncommon Individual Foundation may be deemed the beneficial owner of 0.22% of the Issuer’s 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
No.

  

Description

24.1    Power of Attorney – Richard E. Caruso
99.1    Group Members
99.2    Joint Filing Agreement
EX-24.1 2 d32567dex241.htm EX-24.1 EX-24.1

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 person’s 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
EX-99.1 3 d32567dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Group Members

Richard E. Caruso, Ph.D.

Tru St Partnership LP

Provco Leasing Corporation

The Uncommon Individual Foundation

EX-99.2 4 d32567dex992.htm EX-99.2 EX-99.2

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