Valentine Keith Form 3 Orthofix Medical / Keith Valentine ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Valentine Keith

(Last) (First) (Middle)

3451 PLANO PARKWAY

(Street)

LEWISVILLE TX 75056

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2023

3. Issuer Name and Ticker or Trading Symbol
Orthofix Medical Inc. [ OFIX ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	259,340(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(3)	08/01/2023	Common Stock	135,297(4)	37.67	D
Employee Stock Option (Right to Buy)	(5)	01/27/2024	Common Stock	62,059(6)	34.09	D
Employee Stock Option (Right to Buy)	(7)	01/01/2027	Common Stock	32,421(8)	43.82	D
Employee Stock Option (Right to Buy)	(9)	01/01/2028	Common Stock	50,717(10)	28.85	D
Employee Stock Option (Right to Buy)	(11)	04/23/2028	Common Stock	3,692(12)	23.86	D
Employee Stock Option (Right to Buy)	(13)	01/28/2029	Common Stock	108,945(14)	40.5	D
Employee Stock Option (Right to Buy)	(15)	02/28/2030	Common Stock	13,265(16)	36.04	D

Explanation of Responses:

1. Includes 120,381 of unvested restricted stock units, of which 21,810 unvested restricted stock units vest in equal installments on each of January 28, 2023 and 2024 and 98,571 unvested restricted stock units vest in equal installments on each of February 28, 2023, 2024 and 2025.

2. Acquired pursuant to the terms of the merger between the Issuer and SeaSpine Holdings Corporation ("SeaSpine") which became effective on January 5, 2023 (the "Merger"), in exchange for 622,968 shares and unvested restricted stock units of SeaSpine, shares having a market value of $22.76 per share at the effective time of the Merger.

3. The option vested as to 25% of the underlying shares on May 1, 2016 and the remaining 75% vested in twelve substantially equal quarterly installments thereafter.

4. The option was assumed by Issuer in connection with the Merger and replaced 325,000 SeaSpine options at an exercise price of $15.68.

5. The option vested as to 6.25% on June 1, 2016, 6.25% on June 30, 2016 and the remaining 87.5% vested in fourteen equal quarterly installments thereafter.

6. The option was assumed by Issuer in connection with the Merger and replaced 149,074 SeaSpine options with an exercise price of $14.19.

7. The option vested as to 25% of the underlying shares on January 1, 2020 and the remaining 75% vested or vests, as applicable, in twelve substantially equal quarterly installments thereafter.

8. The option was assumed by Issuer in connection with the Merger and replaced 77,881 SeaSpine options with an exercise price of $18.24.

9. The option vested as to 25% of the underlying shares on January 1, 2021 and the remaining 75% vested or vests, as applicable, in twelve substantially equal quarterly installments thereafter.

10. The option was assumed by Issuer in connection with the Merger and replaced 121,830 SeaSpine options with an exercise price of $12.01.

11. The option fully vested and became exercisable on June 21, 2020.

12. The option was assumed by Issuer in connection with the Merger and replaced 8,871 SeaSpine with an exercise price of $9.93.

13. The option vests as to 25% of the underlying shares on January 28, 2022 and the remaining 75% vests in twelve substantially equal quarterly installments thereafter.

14. The option was assumed by Issuer in connection with the Merger and replaced 261,699 SeaSpine optons with an exercise price of $16.86.

15. The option vests as to 25% of the underlying shares on February 28, 2023 and the remaining 75% vests in twelve substantially equal quarterly installments thereafter.

16. The option was assumed by Issuer in connection with the Merger and replaced 31,866 SeaSpine options with an exercise price of $15.00.

Remarks:

	/s/ Patrick Keran, attorney-in-fact	01/09/2023
	** 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 5 (b)(v).
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