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John N Varela

Filed: 12 Mar 19, 10:44am
SEC Form 4
FORM 4UNITED 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*
Varela John N

(Last)(First)(Middle)
C/O RTI SURGICAL, INC.
11621 RESEARCH CIRCLE

(Street)
ALACHUAFL32615

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
RTI SURGICAL, INC. [ RTIX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP Global Operations
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/08/2019D83,633D(1)(2)(3)(4)0D
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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option to purchase Common Stock$4.2603/08/2019D20,000(5)07/14/2024Common Stock20,000$4.260D
Option to purchase Common Stock$5.2303/08/2019D30,000(6)02/17/2025Common Stock30,000$5.230D
Option to purchase Common Stcok$3.3103/08/2019D38,710(7)02/24/2026Common Stock38,710$3.310D
Option to purchase Common Stock$4.603/08/2019D48,458(8)05/03/2027Common Stock48,458$4.60D
Option to purchase Common Stock$4.2503/08/2019D43,700(9)02/28/2028Common Stock43,700$4.250D
Explanation of Responses:
1. On March 8, 2019, pursuant to the Master Transaction Agreement, by and among the Issuer, RTI Surgical, Inc., a Delaware corporation ("Old RTI"), PS Spine Holdco, LLC, a Delaware limited liability company (the "Member"), and Bears Merger Sub, Inc., a Delaware corporation (the "Merger Sub"): (a) the Merger Sub merged with and into Old RTI, with Old RTI surviving as a wholly-owned subsidiary of the Issuer (the "Merger"); (b) the Member contributed all of the issued and outstanding membership interests of Paradigm Spine, LLC, a Delaware limited liability company and wholly owned subsidiary of the Member, to the Issuer; and (c) the Issuer was renamed "RTI Surgical Holdings, Inc."
2. Pursuant to the Master Transaction Agreement, at the effective time of the Merger: (a) each issued and outstanding share of common stock of Old RTI converted automatically into one share of the Issuer's common stock; (b) each issued and outstanding share of Series A Convertible Preferred Stock of Old RTI converted automatically into one share of the Issuer's Series A Convertible Preferred Stock; and (c) each stock option and restricted stock award granted by Old RTI converted into a stock option or restricted stock award, as applicable, of the Issuer with respect to an equivalent number of shares of the Issuer's common stock on the same terms and conditions as were applicable prior to the Closing. This report reflects the beneficial ownership of the reporting person at the time of the consummation of the Merger and does not include the securities of the Issuer acquired by the reporting person upon the consummation of the Merger.
3. The reporting person will file a Form 4 reflecting his acquisition of the Issuer's securities in connection with the consummation of the Mergers.
4. Total includes 29,208 shares of restricted stock that will vest on; 7,971 shares will vest on both 5/03/2019 and 5/03/2020, 6,633 shares will vest on both 2/29/2020 and 2/28/2021.
5. Total includes 16,000 exercisable options and 4,000 options that become exercisable on 7/14/2019.
6. Total includes 24,000 exercisable options and 6,000 that will become exercisable on 2/17/2020.
7. Total includes 23,226 exercisable options and 7,742 will become exercisable on both 2/24/2020 and 2/24/2021.
8. Total includes 9,692 exercisable options and 9,692 will become exercisable on both 5/03/2019 and 5/03/2020, and 9,691 on both 5/03/2021 and 5/03/2022.
9. Total includes 8,740 exercisable options and 8,740 will become exercisable on each of 2/29/2020, 2/28/2021, 2/28/2022 and 2/28/2023.
/s/John N. Varela03/12/2019
** Signature of Reporting PersonDate
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