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 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 01/05/2023 |
3. Issuer Name and Ticker or Trading Symbol
Orthofix Medical Inc. [ OFIX ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 34,408(1) | 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 | ||||
Stock Option (right to buy) | (2) | 08/01/2025 | Common Stock | 24,378(3) | 37.67 | D | |
Stock Option (right to buy) | (4) | 01/01/2026 | Common Stock | 1,606(5) | 41.27 | D | |
Stock Option (right to buy) | (6) | 06/07/2026 | Common Stock | 5,794(7) | 24 | D |
Explanation of Responses: |
1. 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 82,654 shares of SeaSpine, shares having a market value of $22.76 per share at the effective time of the Merger. |
2. The option vested as to 25% of the underlying shares on November 1, 2015 and the remaining 75% vested in three equal quarterly installments thereafter. |
3. The option was assumed by Issuer in connection with the Merger and replaced 58,559 SeaSpine options with an exercise price of $15.68. |
4. The option vested as to 50% of the underlying shares on February 1, 2016 and as to 25% of the underlying shares on each of May 1, 2016 and August 1, 2016. |
5. The option was assumed by Issuer in connection with the Merger and replaced 3,858 SeaSpine options with an exercise price of $17.18. |
6. The option vested in four equal installments on each of September 7, 2016, December 7, 2016, March 7, 2017 and June 7, 2017. |
7. The option was assumed by Issuer in connection with the Merger and replaced 13,920 SeaSpine options with an exercise price of $9.99. |
Remarks: |
/s/ Patrick Keran, attorney-in-fact | 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). | ||
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. |