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