Sec Form 4 Filing - ORBIMED ADVISORS LLC @ Xtant Medical Holdings, Inc. - 2022-08-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
ORBIMED ADVISORS LLC
2. Issuer Name and Ticker or Trading Symbol
Xtant Medical Holdings, Inc. [ XTNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
601 LEXINGTON AVENUE, 54TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/15/2022
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, $0.000001 par value 08/15/2022 J( 1 ) 215,415( 2 ) A $ 0 215,415( 2 ) I See Footnotes( 3 )( 4 )
Common Stock, $0.000001 par value 08/15/2022 J( 5 ) 215,415( 2 ) A $ 0 215,415( 2 ) I See Footnotes( 3 )( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X X
Orbimed ROF II LLC
601 LEXINGTON AVE., 54TH FLOOR
NEW YORK, NY10022
X X
Signatures
/s/ Sven H. Borho, Member of OrbiMed Advisors LLC 08/17/2022
Signature of Reporting Person Date
/s/ Sven H. Borho, Member of OrbiMed ROF II LLC 08/17/2022
Signature of Reporting Person Date
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 08/17/2022
Signature of Reporting Person Date
/s/ Carl L. Gordon, Member of OrbiMed ROF II LLC 08/17/2022
Signature of Reporting Person Date
/s/ W. Carter Neild, Member of OrbiMed Advisors LLC 08/17/2022
Signature of Reporting Person Date
/s/ W. Carter Neild, Member of OrbiMed ROF II LLC 08/17/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This restricted stock unit award was granted to Michael Eggenberg ("Eggenberg"), a director of Xtant Medical Holdings, Inc. ("Xtant").
( 2 )These shares are subject to restricted stock unit awards granted under the Xtant Medical Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan, and vest and become issuable on August 23, 2023, conditioned upon each of Eggenberg and Matthew Rizzo ("Rizzo") remaining a director of Xtant through the vesting date.
( 3 )See Exhibit 99.1.
( 4 )This report on Form 4 is jointly filed by OrbiMed Advisors and ROF II. Each of OrbiMed Advisors and ROF II disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated certain representatives, including Rizzo and Eggenberg, to serve on Xtant's board of directors. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act or for any other purposes.
( 5 )This restricted stock unit award was granted to Rizzo, a director of Xtant.

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).
** 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.