RTI Surgical (RTIX) Form 4 Change in insider ownership

SEC Form 4

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^*

WATER STREET HEALTHCARE PARTNERS II LP

(Last) (First) (Middle)

333 WEST WACKER DRIVE, SUITE 2800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RTI SURGICAL, INC. [ RTIX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	04/14/2015		A		10,381(1)(2)	A	$0.00	39,649	I	See Footnote.(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

WATER STREET HEALTHCARE PARTNERS II LP

(Last) (First) (Middle)

333 WEST WACKER DRIVE, SUITE 2800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WATER STREET HEALTHCARE MANAGEMENT II, LP

(Last) (First) (Middle)

333 WEST WACKER DRIVE, SUITE 2800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WATER STREET HEALTHCARE PARTNERS, LLC

(Last) (First) (Middle)

333 WEST WACKER DRIVE, SUITE 2800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of restricted stock of RTI Surgical, Inc. (the "Company") granted to Ned Hoye Villers as part of the director compensation program of the Company, all of which will vest on the first anniversary of the date of grant. Mr. Villers is a limited partner of Water Street Healthcare Management II, L.P. (the "General Partner"). Pursuant to the limited partnership agreement of the General Partner, Mr. Villers is required to turn over all director's fees received from the Company to the General Partner. Pursuant to the limited partnership agreement of Water Street Healthcare Partners II, L.P. (the "Fund"), the General Partner is required to offset such director's fees against the management fee paid by the Fund to the General Partner. The sole general partner of the General Partner is Water Street Healthcare Partners, LLC.

2. (Continued from Footnote 1) Each of the Fund, Water Street Healthcare Management II, L.P. and Water Street Healthcare Partners, LLC disclaims beneficial ownership of the restricted common stock shares, except to the extent of its pecuniary interest therein.

Remarks:

	WATER STREET HEALTHCARE PARTNERS II, L.P., By: Water Street Healthcare Management II, L.P., Its: General Partner, By: Water Street Healthcare Partners, LLC, Its: General Partner, By: /s/ Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory	04/17/2015
	WATER STREET HEALTHCARE MANAGEMENT II, L.P., By: Water Street Healthcare Partners, LLC, Its: General Partner, By: /s/ Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory	04/17/2015
	WATER STREET HEALTHCARE PARTNERS, LLC, By: /s/ Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory	04/17/2015
	** Signature of Reporting Person	Date
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