0001209191-23-048164.txt : 20230905 0001209191-23-048164.hdr.sgml : 20230905 20230905163036 ACCESSION NUMBER: 0001209191-23-048164 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230901 FILED AS OF DATE: 20230905 DATE AS OF CHANGE: 20230905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barry James Christopher CENTRAL INDEX KEY: 0001756949 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50744 FILM NUMBER: 231236205 MAIL ADDRESS: STREET 1: 7475 LUSK BLVD CITY: SAN DIEGO STATE: CA ZIP: 92121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NUVASIVE INC CENTRAL INDEX KEY: 0001142596 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330768598 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7475 LUSK BLVD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 909-1800 MAIL ADDRESS: STREET 1: 7475 LUSK BLVD CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-01 1 0001142596 NUVASIVE INC NUVA 0001756949 Barry James Christopher C/O NUVASIVE, INC. 12101 AIRPORT WAY BROOMFIELD CO 80021 1 1 0 0 Chief Executive Officer 0 Common Stock, par value $0.001 per share 2023-09-01 4 D 0 72997 D 0 D Restricted Stock Unit 2023-09-01 4 D 0 38199 0.00 D Common Stock 38199 0 D Restricted Stock Unit 2023-09-01 4 D 0 45864 0.00 D Common Stock 45864 0 D Restricted Stock Unit 2023-09-01 4 D 0 120694 0.00 D Common Stock 120694 0 D Performance Restricted Stock Unit 2023-09-01 4 D 0 38199 0.00 D Common Stock 38199 0 D Performance Restricted Stock Unit 2023-09-01 4 D 0 45864 0.00 D Common Stock 45864 0 D Pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023 (the "Merger Agreement"), by and among the Issuer, Globus Medical, Inc. ("Globus") and Zebra Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Globus. At the effective time of the merger (the "Effective Time"), each share of the Issuer's common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive 0.75 shares of Class A common stock of Globus ("Globus Class A Common Stock"), par value $0.001 per share (the "Exchange Ratio" and such shares, the "Merger Consideration"), and cash in lieu of fractional shares. Represented a contingent right to receive one share of the Issuer's common stock upon vesting. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award was converted into a Globus restricted stock unit award, with the number of shares of Globus Class A Common Stock subject to such assumed award determined based on the Exchange Ratio. Each converted Globus restricted stock unit award is subject to the same terms and conditions (including service-based vesting conditions) as applied to the corresponding Issuer restricted stock unit award as of immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each performance restricted stock unit award was converted into a Globus restricted stock unit award, with the number of shares of Globus Class A Common Stock subject to such assumed award determined based on the Exchange Ratio and with applicable performance conditions deemed to be achieved at 100% of the target performance level. Each converted Globus restricted stock unit award is subject to the same terms and conditions (including service-based vesting conditions but excluding performance-based vesting conditions) as applied to the corresponding Issuer performance restricted stock unit award subject to such award as of immediately prior to the Effective Time. /s/ Nathaniel B. Sisitsky, Attorney-in-Fact for James Christopher Barry 2023-09-05