Orthofix Medical (OFIX) Form 3 Orthofix Medical / Patrick L Keran 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^*

Keran Patrick L

(Last) (First) (Middle)

3451 PLANO PARKWAY

(Street)

LEWISVILLE TX 75056

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

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	54,070(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)	11/01/2023	Common Stock	24,978(4)	36.23	D
Employee Stock Option (Right to Buy)	(5)	01/27/2024	Common Stock	26,892(6)	34.09	D
Employee Stock Option (Right to Buy)	(7)	01/01/2027	Common Stock	14,049(8)	43.82	D
Employee Stock Option (Right to Buy)	(9)	01/01/2028	Common Stock	21,979(10)	28.85	D
Employee Stock Option (Right to Buy)	(11)	04/23/2028	Common Stock	2,516(12)	23.86	D
Employee Stock Option (Right to Buy)	(13)	01/28/2029	Common Stock	16,979(14)	40.5	D
Employee Stock Option (Right to Buy)	(15)	02/28/2030	Common Stock	9,035(16)	36.04	D

Explanation of Responses:

1. Includes 25,084 shares of unvested restricted stock units, of which 3,399 unvested restricted stock units vest in equal installments on each of January 28, 2023 and 2024 and 21,685 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 129,885 shares and unvested restriced 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 November 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 60,000 SeaSpine options with an exercise price of $15.08.

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

6. The option was assumed by Issuer in connection with the Merger and replaced 64,599 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 33,749 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 52,797 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 6,045 SeaSpine options 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 40,786 SeaSpine options 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 21,704 SeaSpine options with an exercise price of $15.00.

Remarks:

	/s/ Patrick Keran	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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