0001100441-19-000010.txt : 20190311
0001100441-19-000010.hdr.sgml : 20190311
20190311134608
ACCESSION NUMBER: 0001100441-19-000010
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190308
FILED AS OF DATE: 20190311
DATE AS OF CHANGE: 20190311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VALERIANI NICHOLAS J
CENTRAL INDEX KEY: 0001263149
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31271
FILM NUMBER: 19671815
MAIL ADDRESS:
STREET 1: C/O EDWARDS LIFESCIENCES CORPORATION
STREET 2: ONE EDWARDS WAY
CITY: IRVINE
STATE: CA
ZIP: 92614
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RTI SURGICAL, INC.
CENTRAL INDEX KEY: 0001100441
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 593466543
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11621 RESEARCH CIRCLE
CITY: ALACHUA
STATE: FL
ZIP: 32615
BUSINESS PHONE: 386-418-8888
MAIL ADDRESS:
STREET 1: 11621 RESEARCH CIRCLE
CITY: ALACHUA
STATE: FL
ZIP: 32615
FORMER COMPANY:
FORMER CONFORMED NAME: RTI Biologics, Inc.
DATE OF NAME CHANGE: 20080227
FORMER COMPANY:
FORMER CONFORMED NAME: REGENERATION TECHNOLOGIES INC
DATE OF NAME CHANGE: 19991206
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2019-03-08
0
0001100441
RTI SURGICAL, INC.
RTIX
0001263149
VALERIANI NICHOLAS J
C/O RTI SURGICAL, INC.
11621 RESEARCH CIRCLE
ALACHUA
FL
32615
1
0
0
0
Common Stock
2019-03-08
4
D
0
86723
D
0
D
On March 8, 2019, pursuant to the Master Transaction Agreement, by and among the Issuer, RTI Surgical, Inc., a Delaware corporation ("Old RTI"), PS Spine Holdco, LLC, a Delaware limited liability company (the "Member"), and Bears Merger Sub, Inc., a Delaware corporation (the "Merger Sub"): (a) the Merger Sub merged with and into Old RTI, with Old RTI surviving as a wholly-owned subsidiary of the Issuer (the "Merger"); (b) the Member contributed all of the issued and outstanding membership interests of Paradigm Spine, LLC, a Delaware limited liability company and wholly owned subsidiary of the Member, to the Issuer; and (c) the Issuer was renamed "RTI Surgical Holdings, Inc."
Pursuant to the Master Transaction Agreement, at the effective time of the Merger: (a) each issued and outstanding share of common stock of Old RTI converted automatically into one share of the Issuer's common stock; (b) each issued and outstanding share of Series A Convertible Preferred Stock of Old RTI converted automatically into one share of the Issuer's Series A Convertible Preferred Stock; and (c) each stock option and restricted stock award granted by Old RTI converted into a stock option or restricted stock award, as applicable, of the Issuer with respect to an equivalent number of shares of the Issuer's common stock on the same terms and conditions as were applicable prior to the Closing. This report reflects the beneficial ownership of the reporting person at the time of the consummation of the Merger and does not include the securities of the Issuer acquired by the reporting person upon the consummation of the Merger.
The reporting person will file a Form 4 reflecting his acquisition of the Issuer's securities in connection with the consummation of the Mergers.
Total includes 21,322 shares of restricted stock that will vest on 2/26/2020.
/s/Nicholas J. Valeriani
2019-03-11