0001235802-20-000008.txt : 20200207 0001235802-20-000008.hdr.sgml : 20200207 20200207170521 ACCESSION NUMBER: 0001235802-20-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200205 FILED AS OF DATE: 20200207 DATE AS OF CHANGE: 20200207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34951 FILM NUMBER: 20588281 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Orbimed ROF II LLC CENTRAL INDEX KEY: 0001767936 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34951 FILM NUMBER: 20588282 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVE., 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVE., 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xtant Medical Holdings, Inc. CENTRAL INDEX KEY: 0001453593 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 205313323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 664 CRUISER LANE CITY: BELGRADE STATE: MT ZIP: 59714 BUSINESS PHONE: 406-388-0480 MAIL ADDRESS: STREET 1: 664 CRUISER LANE CITY: BELGRADE STATE: MT ZIP: 59714 FORMER COMPANY: FORMER CONFORMED NAME: Bacterin International Holdings, Inc. DATE OF NAME CHANGE: 20100615 FORMER COMPANY: FORMER CONFORMED NAME: K KITZ INC DATE OF NAME CHANGE: 20090108 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2020-02-05 0 0001453593 Xtant Medical Holdings, Inc. XTNT 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 1 0 1 0 0001767936 Orbimed ROF II LLC 601 LEXINGTON AVE., 54TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock, $0.000001 par value 2020-02-05 4 J 0 70423 0 A 91256 I See footnote Common Stock, $0.000001 par value 2020-02-05 4 J 0 70423 0 A 91256 I See footnote See Exhibit 99.1. These shares are subject to restricted stock unit awards granted under the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan, as amended, and will vest and become issuable with respect 35,211 shares on February 15, 2021 and with respect to 35,212 shares on February 15, 2022, conditioned upon Michael Eggenberg and Matthew Rizzo, respectively, remaining directors of Xtant through the vesting date. This report on Form 4 is jointly filed by Advisors and ROF II. Each of ROS Acquisition and ORO II disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. Advisors has designated certain representatives, including Matthew Rizzo and Michael Eggenberg, both of whom are employees of Advisors, to serve on Xtant's board of directors. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act or for any other purposes. See Exhibit 99.2. /s/ Sven H. Borho, Member of OrbiMed Advisors LLC 2020-02-07 /s/ Sven H. Borho, Member of OrbiMed ROF II LLC 2020-02-07 /s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 2020-02-07 /s/ Carl L. Gordon, Member of OrbiMed ROF II LLC 2020-02-07 /s/ Jonathan T. Silverstein, Member of OrbiMed Advisors LLC 2020-02-07 /s/ Jonathan T. Silverstein, Member of OrbiMed ROF II LLC 2020-02-07 EX-99.1 2 exhibit99-1.txt EXHIBIT 99.1 This restricted stock unit award was granted to Michael Eggenberg, a director of Xtant Medical Holdings, Inc. (Xtant) who is an employee of OrbiMed Advisors LLC (Advisors), a registered adviser under the Investment Advisors Act of 1940, as amended, who was designated by Advisors to sit on the Xtant's board of directors. Upon vesting of the restricted stock unit award, ownership of the shares underlying the restricted stock unit award will be transferred to ROS Acquisition Offshore LP (ROS Acquisition) and OrbiMed Royalty Opportunities II, LP (ORO II). Advisors is the investment manager of ROS Acquisition. Advisors is also the investment manager of Royalty Opportunities S.a.r.l., of which ROS Acquisition is a wholly-owned subsidiary. OrbiMed ROF II LLC (ROF II) is the sole general partner of ORO II, and Advisors is the sole managing member of ROF II. By virtue of such relationships, Advisors and ROF II may be deemed to have voting and investment power with respect to the securities held by ROS Acquisition and ORO II and, as a result, may be deemed to have beneficial ownership over such securities. Advisors exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ROS Acquisition and ORO II. EX-99.2 3 exhibit99-2.txt EXHIBIT 99.2 This restricted stock unit award was granted to Matthew Rizzo, a director of Xtant who is an employee of Advisors, a registered adviser under the Investment Advisors Act of 1940, as amended, who was designated by Advisors to sit on the Xtant's board of directors. Upon vesting of the restricted stock unit award, ownership of the shares underlying the restricted stock unit award will be transferred to ROS Acquisition and ORO II. Advisors is the investment manager of ROS Acquisition. Advisors is also the investment manager of Royalty Opportunities S.a.r.l., of which ROS Acquisition is a wholly-owned subsidiary. ROF II is the sole general partner of ORO II, and Advisors is the sole managing member of ROF II. By virtue of such relationships, Advisors and ROF II may be deemed to have voting and investment power with respect to the securities held by ROS Acquisition and ORO II and, as a result, may be deemed to have beneficial ownership over such securities. Advisors exercises its investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ROS Acquisition and ORO II.