0001209191-23-002634.txt : 20230109
0001209191-23-002634.hdr.sgml : 20230109
20230109184059
ACCESSION NUMBER: 0001209191-23-002634
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20230105
FILED AS OF DATE: 20230109
DATE AS OF CHANGE: 20230109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HENNEMAN JOHN B III
CENTRAL INDEX KEY: 0001187572
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19961
FILM NUMBER: 23519305
MAIL ADDRESS:
STREET 1: 311 C ENTERPRISE DRIVE
CITY: PLAINSBORO
STATE: NJ
ZIP: 08536
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Orthofix Medical Inc.
CENTRAL INDEX KEY: 0000884624
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3451 PLANO PARKWAY
CITY: LEWISVILLE
STATE: TX
ZIP: 75056
BUSINESS PHONE: 214-937-2000
MAIL ADDRESS:
STREET 1: 3451 PLANO PARKWAY
CITY: LEWISVILLE
STATE: TX
ZIP: 75056
FORMER COMPANY:
FORMER CONFORMED NAME: ORTHOFIX INTERNATIONAL N V
DATE OF NAME CHANGE: 19970708
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2023-01-05
0
0000884624
Orthofix Medical Inc.
OFIX
0001187572
HENNEMAN JOHN B III
3451 PLANO PARKWAY
LEWISVILLE
TX
75056
1
0
0
0
Common Stock
34408
D
Stock Option (right to buy)
37.67
2025-08-01
Common Stock
24378
D
Stock Option (right to buy)
41.27
2026-01-01
Common Stock
1606
D
Stock Option (right to buy)
24.00
2026-06-07
Common Stock
5794
D
Acquired pursuant to the terms of the merger between the Issuer and SeaSpine Holdings Corporation ("SeaSpine") which became effective on January 5, 2023 (the "Merger"), in exchange for 82,654 shares of SeaSpine, shares having a market value of $22.76 per share at the effective time of the Merger.
The option vested as to 25% of the underlying shares on November 1, 2015 and the remaining 75% vested in three equal quarterly installments thereafter.
The option was assumed by Issuer in connection with the Merger and replaced 58,559 SeaSpine options with an exercise price of $15.68.
The option vested as to 50% of the underlying shares on February 1, 2016 and as to 25% of the underlying shares on each of May 1, 2016 and August 1, 2016.
The option was assumed by Issuer in connection with the Merger and replaced 3,858 SeaSpine options with an exercise price of $17.18.
The option vested in four equal installments on each of September 7, 2016, December 7, 2016, March 7, 2017 and June 7, 2017.
The option was assumed by Issuer in connection with the Merger and replaced 13,920 SeaSpine options with an exercise price of $9.99.
/s/ Patrick Keran, attorney-in-fact
2023-01-09
EX-24
2
poa.txt
POA DOCUMENT
Power of Attorney
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints
each of Patrick L. Keran and John Bostjancic, or either of them acting singly,
and with full power of substitution and re-substitution, the undersigned's true
and lawful attorney-in-fact (each of such persons and their substitutes being
referred to herein as the "Attorney-in-Fact"), with full power to act for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to:
1. Prepare, execute and submit to the SEC, Orthofix Medical Inc. (the
"Company"), and/or any national securities exchange on which the Company's
securities are listed any and all reports (including any amendments thereto) the
undersigned is required to file with the SEC, or which the Attorney-in-Fact
considers it advisable to file with the SEC, under Section 13 or Section 16 of
the Exchange Act or any rule or regulation thereunder, or under Rule 144 under
the Securities Act of 1933 ("Rule 144"), with respect to the any security of the
Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
2. Obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such
third party to release any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require, the Attorney-in-Fact
to act in his discretion on information provided to such Attorney-in-Fact
without independent verification of such information;
b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the
undersigned pursuant to this Power of Attorney will be in such form and will
contain such information as the Attorney-in-Fact, in his discretion, deems
necessary or desirable;
c) Neither the Company nor the Attorney-in-Fact assumes any liability for the
undersigned's responsibility to comply with the requirements of Section 13 or
Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for
any failure to comply with such requirements, or any liability of the
undersigned for disgorgement of profits under Section 16(b) of the Exchange Act;
and
d) This Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under Section 13 or Section 16
of the Exchange Act, including, without limitation, the reporting requirements
under Section 13 or Section 16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority
to do and perform each and every act and thing requisite, necessary or advisable
to be done in connection with the foregoing, as fully, to all intents and
purposes, as the undersigned might or could do in person, hereby ratifying and
confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power of
Attorney.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G
or Forms 144 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all
previous powers of attorney with respect to the subject matter of this Power of
Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
January 5, 2023.
/s/ John B. Henneman III
Signature