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.