UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Alphatec Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
02081G102
(CUSIP Number)
Jeffrey Wade
c/o LS Power Development, LLC
1700 Broadway, 35th Floor
New York, New York 10019
212-547-2914
With a copy to:
Adam M. Turteltaub
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
212-728-8129
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 20, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this statement on Schedule 13D (this “Schedule 13D”), and is filing this Schedule 13D because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
L-5 Healthcare Partners, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
11,081,538 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
11,081,538 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,081,538 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.03% (1) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Calculation is based upon 137,979,126 shares of Common Stock outstanding as reported in the Issuer’s Form 10-K filed on February 27, 2024. |
SCHEDULE 13D
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul Segal | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
11,081,538 (1) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
11,081,538 (1) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,081,538 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.03% (2) | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Represents 11,081,538 shares of Common Stock held by L-5 Healthcare Partners, LLC. |
| (2) | Calculation is based upon 137,979,126 shares of Common Stock outstanding as reported in the Issuer’s Form 10-K filed on February 27, 2024. |
The Schedule 13D filed with the Securities and Exchange Commission on March 16, 2018 (as previously amended, the “Schedule 13D”) by (i) L-5 Healthcare Partners, LLC, a Delaware limited liability company (“L-5”), and (ii) Paul Segal, an individual with United States citizenship (collectively, the “Reporting Persons”), with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of Alphatec Holdings, Inc., a Delaware corporation (the “Issuer”), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) The information contained on the cover pages to this Schedule 13D and Item 3 is incorporated herein by reference
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 137,979,126 shares of Common Stock outstanding as of February 19, 2024, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2024.
L-5 directly holds 11,081,538 shares of Common Stock reported in this Schedule 13D. As a result of his relationship with L-5, Paul Segal may be deemed the beneficial owner of all such shares of Common Stock. Mr. Segal, however, disclaims beneficial ownership of such shares, except to the extent of his indirect pecuniary interest therein.
(c) The equity collar transactions consist of a purchased put option and a sold call option (each, a “Collar Transaction”), pursuant to Share Collar Transactions Confirmations (each, a “Collar Confirmations”) substantially in the form of Exhibit 7(q) with JPMorgan Chase Bank, National Association and JPMorgan Chase Bank, National Association, as collateral agent (together, “JPM”). The Collar Transactions cover an aggregate of 1,500,000 shares of Class A Common Stock and expire May 20, 2025. The Collar Transactions have a put strike price of $12.7875 and a call strike price of $15.0972. The Collar Transactions will be settled in cash unless L-5 elects physical settlement, in which case it expects to exchange Pledged Units to JPM (as defined below) sufficient to satisfy its obligations under the Collar Transactions.
In connection with the Collar Transactions, L-5 received an advance of $17,725,000 and pledged, in aggregate, 1,500,000 shares of Common Stock (the “Pledged Units”).
The foregoing description of the Collar Transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Collar Confirmations, the form of which is filed as Exhibit 7(q) hereto, and incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
See the descriptions of the Collar Transactions in Item 5(c), which are incorporated by reference into this Item 6.
Item 7. Material to Be Filed as Exhibits
| Exhibit No. | Description | |
| 7(q) | Form of Share Collar Transactions Confirmation | |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
Dated: March 22, 2024
| L-5 HEALTHCARE PARTNERS, LLC | ||
| By: | /s/ Paul Segal | |
| Name: Paul Segal | ||
| Title: President | ||
| /s/ Paul Segal | ||
| Paul Segal | ||
