0001235802-22-000096.txt : 20220817 0001235802-22-000096.hdr.sgml : 20220817 20220817163124 ACCESSION NUMBER: 0001235802-22-000096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220815 FILED AS OF DATE: 20220817 DATE AS OF CHANGE: 20220817 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: 221174546 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: 221174545 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 2022-08-15 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 2022-08-15 4 J 0 215415 0 A 215415 I See Footnotes Common Stock, $0.000001 par value 2022-08-15 4 J 0 215415 0 A 215415 I See Footnotes This restricted stock unit award was granted to Michael Eggenberg ("Eggenberg"), a director of Xtant Medical Holdings, Inc. ("Xtant"). These shares are subject to restricted stock unit awards granted under the Xtant Medical Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan, and vest and become issuable on August 23, 2023, conditioned upon each of Eggenberg and Matthew Rizzo ("Rizzo") remaining a director of Xtant through the vesting date. See Exhibit 99.1. This report on Form 4 is jointly filed by OrbiMed Advisors and ROF II. Each of OrbiMed Advisors and ROF 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. OrbiMed Advisors has designated certain representatives, including Rizzo and Eggenberg, 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 purpose of Section 16 of the Exchange Act or for any other purposes. This restricted stock unit award was granted to Rizzo, a director of Xtant. /s/ Sven H. Borho, Member of OrbiMed Advisors LLC 2022-08-17 /s/ Sven H. Borho, Member of OrbiMed ROF II LLC 2022-08-17 /s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 2022-08-17 /s/ Carl L. Gordon, Member of OrbiMed ROF II LLC 2022-08-17 /s/ W. Carter Neild, Member of OrbiMed Advisors LLC 2022-08-17 /s/ W. Carter Neild, Member of OrbiMed ROF II LLC 2022-08-17 EX-99.1 2 exhibit99-1.txt EXHIBIT 99.1 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). OrbiMed Advisors LLC (OrbiMed Advisors), a registered investment advisor under the Investment Advisors Act of 1940, as amended, is the investment manager of ROS Acquisition. OrbiMed Advisors is the managing member of OrbiMed ROF II LLC (ROF II). ROF II is the general partner of ORO II. OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by ROS Acquisition. Each of OrbiMed Advisors and ROF II may be deemed to have voting and investment power with respect to the securities held by ORO II. OrbiMed Advisors exercises its voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of disclaims beneficial ownership of the securities held by ROS Acquisition and ORO II.