0001760173-19-000015.txt : 20190308
0001760173-19-000015.hdr.sgml : 20190308
20190308184402
ACCESSION NUMBER: 0001760173-19-000015
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190308
FILED AS OF DATE: 20190308
DATE AS OF CHANGE: 20190308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Louw Johannes Wynand
CENTRAL INDEX KEY: 0001692544
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-228694
FILM NUMBER: 19670452
MAIL ADDRESS:
STREET 1: 11621 RESEARCH CIRCLE
CITY: ALACHUA
STATE: FL
ZIP: 32608
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RTI Surgical Holdings, Inc.
CENTRAL INDEX KEY: 0001760173
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 832540607
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 520 LAKE COOK ROAD, SUITE 315
CITY: DEERFIELD
STATE: IL
ZIP: 60015
BUSINESS PHONE: 3864188888
MAIL ADDRESS:
STREET 1: 520 LAKE COOK ROAD, SUITE 315
CITY: DEERFIELD
STATE: IL
ZIP: 60015
FORMER COMPANY:
FORMER CONFORMED NAME: Bears Holding Sub, Inc.
DATE OF NAME CHANGE: 20181127
3
1
primary_doc.xml
PRIMARY DOCUMENT
X0206
3
2019-03-08
0
0001760173
RTI Surgical Holdings, Inc.
RTIX
0001692544
Louw Johannes Wynand
520 LAKE COOK ROAD, SUITE 315
DEERFIELD
IL
60015
0
1
0
0
Vice President Finance
Common Stock
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.
/s/Johannes W. Louw
2019-03-08
EX-24
2
poa-louw.txt
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
The undersigned makes, constitutes and appoints
each of Jonathon M. Singer and Emil D. Koller as the undersigned's
true and lawful attorney-in-fact, with full power and authority as
described below on behalf of and in the name, place and stead of the
undersigned to: (1) prepare, execute, acknowledge, deliver and file
Forms 3, 4 and 5 (including any amendments to such Forms) with respect
to the securities of RTI Surgical Holdings, Inc., a Delaware corporation
(the "Company"), with the United States Securities and Exchange Commission,
any national securities exchanges and the Company, as considered necessary
or advisable under Section 16(a) of the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, as amended from time to
time (the "Exchange Act");(2) seek or obtain, as the undersigned's
representative and on the undersigned's behalf, information on transactions
in the Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the undersigned
authorizes any such person to release any such information to the
undersigned and approves and ratifies any such release of information;
and (3) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the above. The undersigned acknowledges
that: (1) this Limited Power of Attorney authorizes, but does not require,
such attorney-in-fact to act in his or her discretion on
information provided to such attorney-in-fact without independent verification
of such informatidon; (2) any documents prepared and/or executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Limited
Power of Attorney will be in such form and will contain such information and
disclosure as such attorney-in-fact, in his or her discretion, deems necessary
or desirable; (3) neither the Company nor such attorney-in-fact assumes:
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for
any failure to comply with such requirements, or (iii) any obligation or
liability of the undersigned for profit disgorgement under Section 16(b) of
the Exchange Act; and (4) this Limited Power of Attorney does not relieve the
undersigned from responsibility for compliance with the undersigned's
obligations under the Exchange Act, including without limitation the
reporting requirements under Section 16 of the Exchange Act. The undersigned
gives and grants the above attorneys-in-fact full power and authority to
do and perform all and every act and thing whatsoever requisite, necessary
or appropriate to be done in and about the above matters as fully to all
intents and purposes as the undersigned might or could do if present,
ratifying all that such attorney-in-fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of this
Limited Power of Attorney. This Limited Power of Attorney shall remain
in full force and effect until revoked by the undersigned in a signed
writing delivered to such attorney-in-fact or until the undersigned is no
longer required to file Forms 3, 4, and 5 with regards to the undersigned's
ownership of, or transaction in the Company's securities.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 8th day of March, 2019.
/s/ Johannes W. Louw
Signature
Johannes W. Louw
Print Name