Keran Patrick L Form 4 SeaSpine / Patrick L Keran ownership change

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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X

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^*

Keran Patrick L

(Last) (First) (Middle)

C/O SEASPINE HOLDINGS CORPORATION

5770 ARMADA DRIVE

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SeaSpine Holdings Corp [ SPNE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2023

4. 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 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	01/05/2023		D		69,628	D	(1)	0	D

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
Restricted Stock Units	(2)	01/05/2023		D			8,166	(3)	(3)	Common Stock	8,166	(4)	0	D
Restricted Stock Units	(5)	01/05/2023		D			52,091	(6)	(6)	Common Stock	52,091	(7)	0	D
Employee Stock Option (Right to Buy)	$15.08	01/05/2023		D			60,000	(8)	11/01/2023	Common Stock	60,000	(9)	0	D
Employee Stock Option (Right to Buy)	$14.19	01/05/2023		D			64,599	(10)	01/27/2024	Common Stock	64,599	(11)	0	D
Employee Stock Option (Right to Buy)	$18.24	01/05/2023		D			33,749	(12)	01/01/2027	Common Stock	33,749	(13)	0	D
Employee Stock Option (Right to Buy)	$12.01	01/05/2023		D			52,797	(14)	01/01/2028	Common Stock	52,797	(15)	0	D
Employee Stock Option (Right to Buy)	$9.93	01/05/2023		D			6,045	(16)	04/23/2028	Common Stock	6,045	(17)	0	D
Employee Stock Option (Right to Buy)	$16.86	01/05/2023		D			40,786	(18)	01/28/2029	Common Stock	40,786	(19)	0	D
Employee Stock Option (Right to Buy)	$15	01/05/2023		D			21,704	(20)	02/28/2030	Common Stock	21,704	(21)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger by and among the issuer, SeaSpine Holdings Corporation, which became effective on January 5, 2023, in exchange for 28,986 Orthofix MedicalInc. ("Orthofix") ordinary shares having a market value of $22.76 per share at the effective time of the merger.

2. Each restricted stock unit represents a contingent right to receive one share of SeaSpine Holdings Corporation common stock.

3. The restricted stock units vest in three equal installments on each of January 28, 2022, 2023 and 2024.

4. These restricted stock units were assumed by Orthofix in the merger and replaced by 3,399 Orthofix restricted stock units.

5. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

6. The restricted stock units vest in three equal installments on each of February 28, 2023, 2024 and 2025.

7. These restricted stock units were assumed by Orthofix in the merger and replaced by 21,685 Orthofix restricted stock units.

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

9. This option was assumed by Orthofix in the merger and replaced with an option to purchase 24,978 shares of Orthofix at a price of $36.23 per share.

10. The option vests as to 18.75% of the underlying shares on November 1, 2016, 6.25% on December 31, 2016 and the remaining 75% in twelve substantially equal quarterly installments thereafter.

11. This option was assumed by Orthofix in the merger and replaced with an option to purchase 26,892 shares of Orthofix at a price of $34.09 per share.

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

13. This option was assumed by Orthofix in the merger and replaced with an option to purchase 14,049 shares of Orthofix at a price of $43.82 per share.

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

15. This option was assumed by Orthofix in the merger and replaced with an option to purchase 21,979 shares of Orthofix at a price of $28.85 per share.

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

17. This option was assumed by Orthofix in the merger and replaced with an option to purchase 2,516 shares of Orthofix at a price of $23.86 per share.

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

19. This option was assumed by Orthofix in the merger and replaced with an option to purchase 16,979 shares of Orthofix at a price of $40.50 per share.

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

21. This option was assumed by Orthofix in the merger and replaced with an option to purchase 9,035 shares of Orthofix at a price of $36.04 per share.

Remarks:

	/s/ Paul Benny, Attorney-in-Fact for Patrick L. Keran	01/09/2023
	** Signature of Reporting Person	Date
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