0001760173-19-000028.txt : 20190311
0001760173-19-000028.hdr.sgml : 20190311
20190311163339
ACCESSION NUMBER: 0001760173-19-000028
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190308
FILED AS OF DATE: 20190311
DATE AS OF CHANGE: 20190311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Visa Olivier M
CENTRAL INDEX KEY: 0001731034
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38832
FILM NUMBER: 19672715
MAIL ADDRESS:
STREET 1: 11621 RESEARCH CIRCLE
CITY: ALACHUA
STATE: FL
ZIP: 32615
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
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2019-03-08
0
0001760173
RTI Surgical Holdings, Inc.
RTIX
0001731034
Visa Olivier M
520 LAKE COOK ROAD, SUITE 315
DEERFIELD
IL
60015
0
1
0
0
VP-OEM, Sports, Donor Services
Common Stock
2019-03-08
4
A
0
148326
A
148326
D
Option to purchase common stock $.001 par value
4.25
2019-03-08
4
A
0
38800
4.25
A
2028-02-28
Common stock
38800
38800
D
Option to purchase common stock $.001 par value
4.5
2019-03-08
4
A
0
16900
4.5
A
2028-05-01
Common Stock
16900
16900
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.
Total includes 95,459 shares of restricted stock that will vest on; 25,000 on each of 10/02/2019 and 10/02/2020, 5,867 shares on 2/29/2020 and 5,866 shares on 2/28/2021, 2,767 shares on each of 5/01/2019 and 5/01/2020 and 2,766 shares on 5/01/2021, 8,476 shares on 2/26/2020 and 8,475 shares on each of 2/26/2021 and 2/26/2022.
7,760 shares of this option is exercisable and 7,760 will become exercisable on each of 2/29/2020, 2/28/2021, 2/28/2022 and 2/28/2023.0
This option is exercisable as to 3,380 shares on each of 5/1/2019, 5/1/2020, 5/1/2021, 5/1/2022 and 5/1/2023.
/s/ Olivier M. Visa
2019-03-11