| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol RTI SURGICAL, INC. [ RTIX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/08/2019 | D | 39,359 | D | (1)(2)(3) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option ot purchase Common Stock | $2.69 | 03/08/2019 | D | 2,000 | 03/08/2019 | 02/28/2021 | Common Stock | 2,000 | $2.69 | 0 | D | ||||
| Option to purchase Common Stock | $4.02 | 03/08/2019 | D | 6,000 | 03/08/2019 | 02/09/2022 | Common Stock | 6,000 | $4.02 | 0 | D | ||||
| Option to purchase Common Stock | $3.6 | 03/08/2019 | D | 15,000 | 03/08/2019 | 02/25/2023 | Common Stock | 15,000 | $3.6 | 0 | D | ||||
| Option to purchase Common Stock | $3.78 | 03/08/2019 | D | 20,000 | 03/08/2019 | 02/25/2024 | Common Stock | 20,000 | $3.78 | 0 | D | ||||
| Option to purchase Common Stcok | $5.23 | 03/08/2019 | D | 20,000 | (4) | 02/17/2025 | Common Stock | 20,000 | $5.23 | 0 | D | ||||
| Option to purchase Common Stock | $3.31 | 03/08/2019 | D | 19,355 | (5) | 02/24/2026 | Common Stock | 19,355 | $3.31 | 0 | D | ||||
| Option to purchase Common Stock | $4.6 | 03/08/2019 | D | 26,432 | (6) | 05/03/2027 | Common Stock | 26,432 | $4.6 | 0 | D | ||||
| Option to purchase Common Stock | $4.25 | 03/08/2019 | D | 20,500 | (7) | 02/29/2028 | Common Stock | 20,500 | $4.25 | 0 | D | ||||
| Option to purchase Common Stock | $4.26 | 03/08/2019 | D | 12,376 | (8) | 11/29/2028 | Common Stock | 12,376 | $4.26 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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." |
| 2. 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. |
| 3. Total includes 29,909 shares of restricted stock that will vest on; 4,348 shares will vest on both 5/03/2019 and 5/03/2020, 3,100 shares will vest on both 2/29/2020 and 2/28/2021, 1,957 shares will vest on 11/29/2019 and 1,956 shares will vest on both 11/29/2020 and 11/29/2021, 3,048 shares will vest on 2/26/2020, 2/26/2021 and 2/26/2022. |
| 4. Total includes 16,000 exercisable options and 4,000 that will become exercisable on 2/17/2020. |
| 5. Total includes 11,613 exercisable options and 3,871 options will become exercisable on both 2/24/2020 and 2/24/2021. |
| 6. Total includes 5,287 exercisable options and 5,287 will become exercisable on 5/3/2019 and 5,286 will become exercisable on each 5/03/2020, 05/03/2021 and 05/03/2022. |
| 7. Total includes 4,100 exercisable options and 4,100 options will become exercisable on each of 2/29/2020, 2/28/2021, 2/28/2022 and 2/28/2023. |
| 8. This option will become exercisable as to 2,475 shares on each of 11/29/2019, 11/29/2020, 11/29/2021, 11/29/2022 and 2,476 shares on 11/29/2023. |
| /s/Johannes W. Louw | 03/12/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
