0000884624-13-000008.txt : 20130315 0000884624-13-000008.hdr.sgml : 20130315 20130315141738 ACCESSION NUMBER: 0000884624-13-000008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130313 FILED AS OF DATE: 20130315 DATE AS OF CHANGE: 20130315 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOFIX INTERNATIONAL N V CENTRAL INDEX KEY: 0000884624 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7 ABRAHAM DE VEERSTRAAT STREET 2: CURACAO CITY: NETHERLANDS ANTILLES STATE: P8 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mason Brad CENTRAL INDEX KEY: 0001572153 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19961 FILM NUMBER: 13693441 MAIL ADDRESS: STREET 1: 3451 PLANO PARKWAY CITY: LEWISVILLE STATE: TX ZIP: 75056 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2013-03-13 0 0000884624 ORTHOFIX INTERNATIONAL N V OFIX 0001572153 Mason Brad 3451 PLANO PARKWAY LEWISVILLE TX 75056 0 1 0 0 President and CEO Common Stock 2013-03-13 4 A 0 10000 0 A 10000 D Stock Option (right to buy) 38.82 2013-03-13 4 A 0 150000 0 A 2023-03-13 Common Stock 150000 150000 D The restricted stock award vests on the third anniversary of the grant date, March 13, 2016. Subject to certain further requirements set forth in the Inducement Stock Option Agreement pertaining to this grant, fifty percent (50%) of these options will vest upon the closing price of the Common Stock averaging a price of $45 or greater over a period of 22 trading days, and fifty percent (50%) of these options will vest upon the closing price of the Common Stock averaging a price of $50 or greater over a period of 22 trading days. /s/ Jason W. McMenamy, by power attorney 2013-03-15 EX-24 2 powerofattorneybma.txt POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY Know all by these present that the undersigned hereby constitutes and appoints each of Jeffrey M. Schumm, Jason W. McMenamy, and Peter F. Pastorelle, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) prepare,execute in the undersigned's name and on the undersigneds behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) do and perform any and all acts for an on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which,in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of,or legally required by, the undersigned, it being understood that the documents executed by such attorney-in- fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as suchattorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be doneby virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of March, 2013. __/S/ Bradley R. Mason_______ Signature __Bradley R. Mason___________ Print Name