4//SEC Filing
Farhat Camille 4
Accession 0001100441-19-000015
CIK 0001100441other
Filed
Mar 11, 8:00 PM ET
Accepted
Mar 12, 9:48 AM ET
Size
10.9 KB
Accession
0001100441-19-000015
Insider Transaction Report
Form 4
Farhat Camille
Chief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2019-03-08−17,185→ 0 total(indirect: By Spouse) - Disposition to Issuer
Common Stock
2019-03-08−1,093,434→ 0 total - Disposition to Issuer
Option to purchase Common Stock
2019-03-08$3.20/sh−1,950,000$6,240,000→ 0 totalExercise: $3.20Exp: 2022-01-26→ Common (1,950,000 underlying)
Footnotes (5)
- [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 85,000 shares of restricted stock that will vest as to 42,500 shares on 3/31/2019 and 42,500 shares on 6/30/2019.
- [F5]The 1,950,000 options vest, if at all, in three 650,000 share increments if the average per share closing price of the common stock exceeds $6.00, $7.00 and $8.00 respectively, for 60 consecutive days.
Documents
Issuer
RTI SURGICAL, INC.
CIK 0001100441
Entity typeother
Related Parties
1- filerCIK 0001554635
Filing Metadata
- Form type
- 4
- Filed
- Mar 11, 8:00 PM ET
- Accepted
- Mar 12, 9:48 AM ET
- Size
- 10.9 KB