X0306 4 2014-05-29 1 0001005010 ARTHROCARE CORP ARTC 0001471787 BELINFANTI GREGORY C/O ARTHROCARE CORPORATION 7000 W WILLIAM CANNON BLDG ONE AUSTIN TX 78735 1 0 0 0 Common Stock 2014-05-29 4 M 0 17021 A 17021 I One Equity Partners III, L.P. (See Footnote 8) Common Stock 2014-05-29 4 M 0 3728 A 20749 I One Equity Partners III, L.P. (See Footnote 8) Common Stock 2014-05-29 4 M 0 3213 A 23962 I One Equity Partners III, L.P. (See Footnote 8) Common Stock 2014-05-29 4 M 0 4312 A 28274 I One Equity Partners III, L.P. (See Footnote 8) Common Stock 2014-05-29 4 M 0 3300 A 31574 I One Equity Partners III, L.P. (See Footnote 8) Common Stock 2014-05-29 4 D 0 31574 D 0 I One Equity Partners III, L.P. (See Footnote 8) Restricted Stock Units 2014-05-29 4 M 0 17021 0 D Common Stock 17021 14553 I One Equity Partners III, L.P. (See Footnote 8) Restricted Stock Units 2014-05-29 4 M 0 3728 0 D Common Stock 3728 10825 I One Equity Partners III, L.P. (See Footnote 8) Restricted Stock Units 2014-05-29 4 M 0 3213 0 D Common Stock 3213 7612 I One Equity Partners III, L.P. (See Footnote 8) Restricted Stock Units 2014-05-29 4 M 0 4312 0 D Common Stock 4312 3300 I One Equity Partners III, L.P. (See Footnote 8) Restricted Stock Units 2014-05-29 4 M 0 3300 0 D Common Stock 3300 0 I One Equity Partners III, L.P. (See Footnote 8) Each restricted stock unit converts into one share of ArthoCare Corporation (the "Issuer") common stock. Disposed of pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 2, 2014, by and among the Issuer, Smith & Nephew, Inc., a Delaware corporation ("Smith & Nephew"), Rosebud Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Smith & Nephew, and Smith & Nephew plc, an English public limited company in exchange for $48.25 per share in cash on the effective date of the merger. On December 16, 2009, the reporting person was granted 17,021 restricted stock units, with an initial 20.00% of such award vesting on September 1, 2010 and 20.00% of such award vesting on each of the successive four anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement. On May 12, 2010, the reporting person was granted 3,728 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on March 12, 2011 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date. On May 12, 2011, the reporting person was granted 3,213 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on May 12, 2012 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement. On May 24, 2012, the reporting person was granted 4,312 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on May 24, 2013 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement. On May 22, 2013, the reporting person was granted 3,300 restricted stock units, vesting in three equal installments with an initial 33.33% of such award vesting on May 22, 2014 and 33.33% of such award vesting on each of the successive two anniversaries of the initial vesting date. The restricted stock units became fully vested pursuant to their terms upon a change of control as occurred on May 29, 2014, pursuant to the Merger Agreement. The Reporting Person is an officer of OEP AC Holdings, LLC, a Delaware limited liability company ("OEP"). The managing member of OEP is One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP III"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP III"), of which the sole general partner is OEP Parent, LLC, a Delaware limited liability company ("OEP Parent"), of which the sole member is OEP Holding Corporation, a Delaware corporation ("OEP Holding"), of which the sole stockholder is JPMorgan Capital Corporation, a Delaware corporation ("JPM CC"), of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company ("BOF LLC"), of which the sole member is JPMorgan Chase & Co., a Delaware corporation. The Reporting Person holds these restricted stock units for the benefit of OEP III. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. /s/ Gregory A. Belinfanti 2014-06-03