0001100441-19-000015.txt : 20190312
0001100441-19-000015.hdr.sgml : 20190312
20190312094813
ACCESSION NUMBER: 0001100441-19-000015
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190308
FILED AS OF DATE: 20190312
DATE AS OF CHANGE: 20190312
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Farhat Camille
CENTRAL INDEX KEY: 0001554635
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-31271
FILM NUMBER: 19674161
MAIL ADDRESS:
STREET 1: C/O AMERICAN MEDICAL SYSTEMS, INC.
STREET 2: 10700 BREN ROAD WEST
CITY: MINNETONKA
STATE: MN
ZIP: 55343
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
0001554635
Farhat Camille
C/O RTI SURGICAL, INC.
11621 RESEARCH CIRCLE
ALACHUA
FL
32615
0
1
0
0
Chief Executive Officer
Common Stock
2019-03-08
4
D
0
1093434
D
0
D
Common Stock
2019-03-08
4
D
0
17185
D
0
I
By Spouse
Option to purchase Common Stock
3.2
2019-03-08
4
D
0
1950000
3.2
D
2022-01-26
Common
1950000
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 85,000 shares of restricted stock that will vest as to 42,500 shares on 3/31/2019 and 42,500 shares on 6/30/2019.
The 1,950,000 options vest, if at all, in three 650,000 share increments if the average per share closing price of the common stock exceeds $6.00, $7.00 and $8.00 respectively, for 60 consecutive days.
/s/Camille Farhat
2019-03-12