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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SeaSpine Holdings Corp [ SPNE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/30/2018 | ||||||||||||||||||||||||||
| 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 | 05/30/2018 | A | 8,857(1) | A | $0 | 42,881 | D | |||
| Common Stock | 05/30/2018 | A | 4,429(2) | A | $0 | 47,310(3) | 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 | ||||||||
| Explanation of Responses: |
| 1. The restricted stock award vests in full on May 30, 2019, subject to the Reporting Person not experiencing a termination of service prior to such date. In addition, if the Reporting Person stands for reelection to the board of directors of SeaSpine Holdings Corporation ("SeaSpine") at an annual meeting of stockholders but is not reelected to the board at such annual meeting, the award will vest in full on the date of such annual meeting. |
| 2. The restricted stock award vests as to 25% of the shares subject to the award on the last day of each three-month period of the Reporting Person's continuous service on SeaSpine's board of directors following May 30, 2018. |
| 3. On July 1, 2015, Integra LifeSciences Holdings Corporation ("Integra") distributed 100% of the shares of common stock of SeaSpine that it owned to Integra stockholders of record as of the close of businesson June 19, 2015. The distribution was made to the stockholders of Integra on a pro rata basis by means of a share dividend. Integra distributed to its stockholders one share of SeaSpine common stock for everythree shares of Integra common stock held by stockholders of Integra as of the close of business on June 19, 2015. The distribution of SeaSpine shares was exempt from Section 16 of the Exchange Act by Rule16a-9. Includes 8,893 shares of SeaSpine issued to the Reporting Person pursuant to the distribution in respect of shares of Integra held by him prior to the distribution. |
| Remarks: |
| /s/ Paul Benny, Attorney-in-Fact for John B. Henneman | 05/31/2018 | |
| ** 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. | ||