Sec Form 4 Filing - Harbaugh Matthew K @ NUVASIVE INC - 2023-09-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Harbaugh Matthew K 2. Issuer Name and Ticker or Trading Symbol NUVASIVE INC [ NUVA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and CFO (Last) (First) (Middle) C/O NUVASIVE, INC., 12101 AIRPORT WAY 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2023 (Street) BROOMFIELD, CO80021 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 09/01/2023 D 11,081 D 0 D

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 Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Restricted Stock Unit ( 2 ) 09/01/2023 D 13,411 ( 3 ) ( 3 ) Common Stock 13,411 $ 0 0 D Restricted Stock Unit ( 2 ) 09/01/2023 D 14,677 ( 3 ) ( 3 ) Common Stock 14,677 $ 0 0 D Restricted Stock Unit ( 2 ) 09/01/2023 D 37,498 ( 3 ) ( 3 ) Common Stock 37,498 $ 0 0 D Performance Restricted Stock Unit ( 2 ) 09/01/2023 D 13,411 ( 4 ) ( 4 ) Common Stock 13,411 $ 0 0 D Performance Restricted Stock Unit ( 2 ) 09/01/2023 D 14,677 ( 4 ) ( 4 ) Common Stock 14,677 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harbaugh Matthew K C/O NUVASIVE, INC. 12101 AIRPORT WAY BROOMFIELD, CO80021 EVP and CFO Signatures /s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Matthew K. Harbaugh 09/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023 (the "Merger Agreement"), by and among the Issuer, Globus Medical, Inc. ("Globus") and Zebra Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Globus. At the effective time of the merger (the "Effective Time"), each share of the Issuer's common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive 0.75 shares of Class A common stock of Globus ("Globus Class A Common Stock"), par value $0.001 per share (the "Exchange Ratio" and such shares, the "Merger Consideration"), and cash in lieu of fractional shares. ( 2 )Represented a contingent right to receive one share of the Issuer's common stock upon vesting. ( 3 )Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award was converted into a Globus restricted stock unit award, with the number of shares of Globus Class A Common Stock subject to such assumed award determined based on the Exchange Ratio. Each converted Globus restricted stock unit award is subject to the same terms and conditions (including service-based vesting conditions) as applied to the corresponding Issuer restricted stock unit award as of immediately prior to the Effective Time. ( 4 )Pursuant to the Merger Agreement, at the Effective Time, each performance restricted stock unit award was converted into a Globus restricted stock unit award, with the number of shares of Globus Class A Common Stock subject to such assumed award determined based on the Exchange Ratio and with applicable performance conditions deemed to be achieved at 100% of the target performance level. Each converted Globus restricted stock unit award is subject to the same terms and conditions (including service-based vesting conditions but excluding performance-based vesting conditions) as applied to the corresponding Issuer performance restricted stock unit award subject to such award as of immediately prior to the Effective Time

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 4(b)(v).

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