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)
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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) 01/05/2023 | ||||||||||||||||||||||||||
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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 | 01/05/2023 | D | 20,950 | D | (1) | 0 | D | |||
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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 | ||||||||
| Restricted Stock Units | $0.0(2) | 01/05/2023 | D | 1,186 | (3) | (3) | Common Stock | 1,186 | (4) | 0 | D | ||||
| Restricted Stock Units | $0.0 | 01/05/2023 | D | 2,762 | (5) | (5) | Common Stock | 2,762 | (6) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $15.68 | 01/05/2023 | D | 10,000 | (7) | 08/01/2023 | Common Stock | 10,000 | (8) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $14.19 | 01/05/2023 | D | 8,800 | (9) | 01/27/2024 | Common Stock | 8,800 | (10) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $18.24 | 01/05/2023 | D | 3,423 | (11) | 01/01/2027 | Common Stock | 3,423 | (12) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $12.01 | 01/05/2023 | D | 10,398 | (13) | 01/01/2028 | Common Stock | 10,398 | (14) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $9.93 | 01/05/2023 | D | 2,716 | (15) | 04/23/2028 | Common Stock | 2,716 | (16) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $16.86 | 01/05/2023 | D | 5,925 | (17) | 01/28/2029 | Common Stock | 5,925 | (18) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $12.67 | 01/05/2023 | D | 6,906 | (19) | 02/28/2030 | Common Stock | 6,906 | (20) | 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 8,721 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 493 Orthofix restricted stock units. |
| 5. The restricted stock units vest in three equal installments on each of February 28, 2023, 2024 and 2025. |
| 6. These restricted stock units were assumed by Orthofix in the merger and replaced by 1,149 Orthofix restricted stock units. |
| 7. The option vests as to 25% of the underlying shares on May 1, 2016 and the remaining 75% vests in twelve substantially equal quarterly installments thereafter. |
| 8. This option was assumed by Orthofix in the merger and replaced with an option to purchase 4,163 shares of Orthofix at a price of $37.67 per share. |
| 9. The option vests as to 25% of the underlying shares on January 27, 2017 and the remaining 75% vests in twelve substantially equal quarterly installments thereafter. |
| 10. This option was assumed by Orthofix in the merger and replaced with an option to purchase 3,663 shares of Orthofix at a price of $34.09 per share. |
| 11. The option vests as to 25% of the underlying shares on January 1, 2020 and the remaining 75% vests in twelve substantially equal quarterly installments thereafter. |
| 12. This option was assumed by Orthofix in the merger and replaced with an option to purchase 1,424 shares of Orthofix at a price of $43.82 per share. |
| 13. The option vests as to 25% of the underlying shares on January 1, 2021 and the remaining 75% vests in twelve substantially equal quarterly installments thereafter. |
| 14. This option was assumed by Orthofix in the merger and replaced with an option to purchase 4,328 shares of Orthofix at a price of $28.85 per share. |
| 15. The option vested in full on June 21, 2020. |
| 16. This option was assumed by Orthofix in the merger and replaced with an option to purchase 1,130 shares of Orthofix at a price of $23.86 per share. |
| 17. 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. |
| 18. This option was assumed by Orthofix in the merger and replaced with an option to purchase 2,466 shares of Orthofix at a price of $40.50 per share. |
| 19. The option will vest as to 25% of the underlying shares on February 28, 2023 and the remaining 75% will vest in twelve substantially equal quarterly installments thereafter. |
| 20. This option was assumed by Orthofix in the merger and replaced with an option to purchase 2,874 shares of Orthofix at a price of $30.44 per share. |
| Remarks: |
| /s/ Paul Benny | 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 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. | ||