SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Valentine Keith

(Last)

(First)

(Middle)

C/O SEASPINE HOLDINGS CORPORATION

5770 ARMADA DRIVE

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SeaSpine Holdings Corp [ SPNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2019		J⁽¹⁾		593	A	$10.21⁽²⁾	245,578	D
Common Stock	01/01/2020		M		35,939	A	⁽³⁾	281,517	D
Common Stock	01/01/2020		M		27,428	A	⁽³⁾	308,945	D
Common Stock	01/01/2020		M		7,788	A	⁽³⁾	316,733	D
Common Stock	01/01/2020		F		38,128⁽⁴⁾	D	$12.01	278,605	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	01/01/2020		M			35,939	⁽⁵⁾	⁽⁵⁾	Common Stock	35,939	$0	0	D
Restricted Stock Units	⁽³⁾	01/01/2020		M			27,428	⁽⁶⁾	⁽⁶⁾	Common Stock	27,428	$0	27,428	D
Restricted Stock Units	⁽³⁾	01/01/2020		M			7,788	⁽⁷⁾	⁽⁷⁾	Common Stock	7,788	$0	15,577	D
Restricted Stock Units	⁽³⁾	01/01/2020		A		36,549		⁽⁸⁾	⁽⁸⁾	Common Stock	36,549	$0	36,549	D
Employee Stock Option (Right to Buy)	$12.01	01/01/2020		A		121,830		⁽⁹⁾	01/01/2028	Common Stock	121,830	$0	121,830	D

Explanation of Responses:

1. These shares were acquired under the issuer's 2015 Employee Stock Purchase Plan (the "ESPP") in a transaction that was exempt under Rule 16b-3(c).

2. In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the issuer's common stock on December 31, 2019.

3. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

4. These shares were withheld by the issuer to satisfy statutory tax withholding requirements on vesting of restricted stock units that occurred on January 1, 2020. No shares were sold in connection with this transaction.

5. The reporting person was granted 107,815 restricted stock units on February 2, 2017, which vest in three equal installments on each of January 1, 2018, 2019 and 2020.

6. The reporting person was granted 82,284 restricted stock units on March 5, 2018, which vest in three equal installments on each of January 1, 2019, 2020 and 2021.

7. The reporting person was granted 23,365 restricted stock units on January 1, 2019, which vest in three equal installments on each of January 1, 2020, 2021, and 2022.

8. The restricted stock units vest in three equal installments on each of January 1, 2021, 2022 and 2023.

9. The option vests as to 25% of the underlying shares on January 1, 2021 and the remaining 75% in twelve substantially equal quarterly installments thereafter.

Remarks:

	/s/ Paul Benny, Attorney-in-Fact for Keith C. Valentine	01/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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