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