4//SEC Filing
Harbaugh Matthew K 4
Accession 0001209191-23-048171
CIK 0001142596other
Filed
Sep 4, 8:00 PM ET
Accepted
Sep 5, 4:34 PM ET
Size
17.7 KB
Accession
0001209191-23-048171
Insider Transaction Report
Form 4
NUVASIVE INCNUVA
Harbaugh Matthew K
EVP and CFO
Transactions
- Disposition to Issuer
Restricted Stock Unit
2023-09-01−37,498→ 0 total→ Common Stock (37,498 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-09-01−13,411→ 0 total→ Common Stock (13,411 underlying) - Disposition to Issuer
Restricted Stock Unit
2023-09-01−14,677→ 0 total→ Common Stock (14,677 underlying) - Disposition to Issuer
Performance Restricted Stock Unit
2023-09-01−13,411→ 0 total→ Common Stock (13,411 underlying) - Disposition to Issuer
Performance Restricted Stock Unit
2023-09-01−14,677→ 0 total→ Common Stock (14,677 underlying) - Disposition to Issuer
Common Stock, par value $0.001 per share
2023-09-01−11,081→ 0 total
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023 (the "Merger Agreement"), by and among the Issuer, Globus Medical, Inc. ("Globus") and Zebra Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Globus. At the effective time of the merger (the "Effective Time"), each share of the Issuer's common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive 0.75 shares of Class A common stock of Globus ("Globus Class A Common Stock"), par value $0.001 per share (the "Exchange Ratio" and such shares, the "Merger Consideration"), and cash in lieu of fractional shares.
- [F2]Represented a contingent right to receive one share of the Issuer's common stock upon vesting.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award was converted into a Globus restricted stock unit award, with the number of shares of Globus Class A Common Stock subject to such assumed award determined based on the Exchange Ratio. Each converted Globus restricted stock unit award is subject to the same terms and conditions (including service-based vesting conditions) as applied to the corresponding Issuer restricted stock unit award as of immediately prior to the Effective Time.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each performance restricted stock unit award was converted into a Globus restricted stock unit award, with the number of shares of Globus Class A Common Stock subject to such assumed award determined based on the Exchange Ratio and with applicable performance conditions deemed to be achieved at 100% of the target performance level. Each converted Globus restricted stock unit award is subject to the same terms and conditions (including service-based vesting conditions but excluding performance-based vesting conditions) as applied to the corresponding Issuer performance restricted stock unit award subject to such award as of immediately prior to the Effective Time
Documents
Issuer
NUVASIVE INC
CIK 0001142596
Entity typeother
Related Parties
1- filerCIK 0001578368
Filing Metadata
- Form type
- 4
- Filed
- Sep 4, 8:00 PM ET
- Accepted
- Sep 5, 4:34 PM ET
- Size
- 17.7 KB