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