|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
| RSUs (1) | $ 0 | 06/09/2023 | A | 4,816 | (2)(3) | (2)(3) | Common Stock | 4,816 | $ 0 | 4,816 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kadia Siddhartha 7475 LUSK BLVD SAN DIEGO, CA 92121 |
X | |||
| /s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Siddhartha Kadia | 06/12/2023 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's common stock upon vesting. |
| (2) | Award of RSUs pursuant to Issuer's Board of Director's compensation policies granted under Issuer's 2014 Equity Incentive Plan. The grant will vest in full on the first to occur of (1) Issuer's 2024 Annual Meeting of Stockholders, or (2) the one-year anniversary of the date of grant. Settlement of this award has been deferred until the Reporting Person's separation from service with the Issuer's Board of Directors. |
| (3) | On February 8, 2023, Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Globus Medical, Inc. ("Globus Medical") and Zebra Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Globus Medical. The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Globus Medical. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each RSU outstanding immediately prior to the Effective Time held by the Reporting Person will fully vest and be cancelled and converted automatically into the right to receive (without interest) 0.75 fully paid and non-assessable shares of Class A common stock of Globus Medical (and cash in lieu of any fractional shares) in respect of each share of Issuer's common stock underlying such RSU. |