Sec Form 4 Filing - Winge John J. @ SeaSpine Holdings Corp - 2023-01-05

Insider filing report for Changes in Beneficial Ownership
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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
Winge John J.
2. Issuer Name and Ticker or Trading Symbol
SeaSpine Holdings Corp [ SPNE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President, Sales
(Last) (First) (Middle)
C/O SEASPINE HOLDINGS CORPORATION, 5770 ARMADA DR
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2023
(Street)
CARLSBAD, CA92008
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 01/05/2023 D 90,951 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 Units $ 0( 2 ) 01/05/2023 D 14,432 ( 3 ) ( 3 ) Common Stock 14,432 ( 4 ) 0 D
Restricted Stock Units ( 2 ) 01/05/2023 D 30,248 ( 5 ) ( 5 ) Common Stock 30,248 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 15.68 01/05/2023 D 40,000 ( 7 ) 08/01/2023 Common Stock 40,000 ( 8 ) 0 D
Employee Stock Option (Right to Buy) $ 14.19 01/05/2023 D 59,562 ( 9 ) 01/27/2024 Common Stock 59,562 ( 10 ) 0 D
Employee Stock Option (Right to Buy) $ 18.24 01/05/2023 D 31,118 ( 11 ) 01/01/2027 Common Stock 31,118 ( 12 ) 0 D
Employee Stock Option (Right to Buy) $ 12.01 01/05/2023 D 48,678 ( 13 ) 01/01/2028 Common Stock 48,678 ( 14 ) 0 D
Employee Stock Option (Right to Buy) $ 9.93 01/05/2023 D 5,342 ( 15 ) 04/23/2028 Common Stock 5,342 ( 16 ) 0 D
Employee Stock Option (Right to Buy) $ 15 01/05/2023 D 18,912 ( 17 ) 02/28/2030 Common Stock 18,912 ( 18 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Winge John J.
C/O SEASPINE HOLDINGS CORPORATION
5770 ARMADA DR
CARLSBAD, CA92008
Vice President, Sales
Signatures
/s/Paul Benny, Attorney-in-Fact for John J. Winge 01/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger by and among the issuer, SeaSpine Holdings Corporation, which became effective on January 5, 2023, in exchange for 37,862 Orthofix Medical Inc. ("Orthofix") ordinary shares having a market value of $22.76 per share at the effective time of the merger.
( 2 )Each restricted stock unit represents a contingent right to receive one share of SeaSpine Holdings Corporation common stock.
( 3 )The restricted stock units vest in three equal installments on each of January 28, 2022, 2023 and 2024.
( 4 )These restricted stock units were assumed by Orthofix in the merger and replaced by 6,008 Orthofix restricted stock units.
( 5 )The restricted stock units vest in three equal installments on each of February 28, 2023, 2024 and 2025.
( 6 )These restricted stock units were assumed by Orthofix in the merger and replaced by 12,592 Orthofix restricted stock units.
( 7 )The option vests as to 25% of the underlying shares on May 1, 2016 and the remaining 75% in twelve substantially equal quarterly installments thereafter.
( 8 )This option was assumed by Orthofix in the merger and replaced with an option to purchase 16,652 shares of Orthofix at a price of $37.67 per share.
( 9 )The option vests in sixteen substantially equal quarterly installments beginning on March 31, 2016.
( 10 )This option was assumed by Orthofix in the merger and replaced with an option to purchase 24,795 shares of Orthofix at a price of $34.09 per share.
( 11 )The option vests as to 25% of the underlying shares on January 1, 2020 and the remaining 75% in twelve substantially equal quarterly installments thereafter.
( 12 )This option was assumed by Orthofix in the merger and replaced with an option to purchase 12,954 shares of Orthofix at a price of $43.82 per share.
( 13 )The option vests as to 25% of the underlying shares on January 1, 2021 and the remaining 75% in twelve substantially equal quarterly installments thereafter.
( 14 )This option was assumed by Orthofix in the merger and replaced with an option to purchase 20,264 shares of Orthofix at a price of $28.85 per share.
( 15 )The option fully vested and became exercisable on June 21, 2020.
( 16 )This option was assumed by Orthofix in the merger and replaced with an option to purchase 2,223 shares of Orthofix at a price of $23.86 per share.
( 17 )The option vests as to 25% of the underlying shares on February 28, 2023 and the remaining 75% in twelve substantially equal quarterly installments thereafter.
( 18 )This option was assumed by Orthofix in the merger and replaced with an option to purchase 7,873 shares of Orthofix at a price of $36.04 per share.

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