4//SEC Filing
Singer Jonathon M 4
Accession 0001100441-19-000014
CIK 0001100441other
Filed
Mar 10, 8:00 PM ET
Accepted
Mar 11, 5:02 PM ET
Size
11.7 KB
Accession
0001100441-19-000014
Insider Transaction Report
Form 4
Jonathon M Singer
Director
Transactions
- Disposition to Issuer
Option to purchase common stock
2019-03-08$4.55/sh−306,900$1,396,395→ 0 totalExercise: $4.55Exp: 2027-09-18→ Common Stock (306,900 underlying) - Disposition to Issuer
Common Stock
2019-03-08−313,630→ 0 total - Disposition to Issuer
Option to purchase common stock
2019-03-08$4.25/sh−128,000$544,000→ 0 totalExercise: $4.25Exp: 2028-02-28→ Common Stock (128,000 underlying)
Footnotes (6)
- [F1]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."
- [F2]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.
- [F3]The reporting person will file a Form 4 reflecting his acquisition of the Issuer's securities in connection with the consummation of the Mergers.
- [F4]Total includes 166,943 shares of restricted stock that will vest on; 36,630 shares on each of 9/18/2019 and 09/18/2020, 19,400 on each of 2/29/2020 and 02/28/2021, 18,295 shares on 2/26/2020 and 18,294 shares on each of 2/26/2021 and 2/26/2022.
- [F5]The 306,900 options vest, if at all, in three 102,300 increments if the average per share closing price of the common stock exceeds $7.00, $8.00 and $9.00, respectively, for 60 consecutive days.
- [F6]25,600 options are exercisable and 25,600 will become exercisable on each of 2/28/2020, 2/28/2021, 2/28/2022 and 2/28/2023.
Documents
Issuer
RTI SURGICAL, INC.
CIK 0001100441
Entity typeother
Related Parties
1- filerCIK 0001375536
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 8:00 PM ET
- Accepted
- Mar 11, 5:02 PM ET
- Size
- 11.7 KB