Sec Form 3 Filing - Valentine Keith @ Orthofix Medical Inc. - 2023-01-05

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Valentine Keith
2. Issuer Name and Ticker or Trading Symbol
Orthofix Medical Inc. [ OFIX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
3451 PLANO PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2023
(Street)
LEWISVILLE, TX75056
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 259,340( 1 )( 2 ) 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
Employee Stock Option (Right to Buy) $ 37.67 ( 3 ) 08/01/2023 Common Stock 135,297( 4 ) D
Employee Stock Option (Right to Buy) $ 34.09 ( 5 ) 01/27/2024 Common Stock 62,059( 6 ) D
Employee Stock Option (Right to Buy) $ 43.82 ( 7 ) 01/01/2027 Common Stock 32,421( 8 ) D
Employee Stock Option (Right to Buy) $ 28.85 ( 9 ) 01/01/2028 Common Stock 50,717( 10 ) D
Employee Stock Option (Right to Buy) $ 23.86 ( 11 ) 04/23/2028 Common Stock 3,692( 12 ) D
Employee Stock Option (Right to Buy) $ 40.5 ( 13 ) 01/28/2029 Common Stock 108,945( 14 ) D
Employee Stock Option (Right to Buy) $ 36.04 ( 15 ) 02/28/2030 Common Stock 13,265( 16 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Valentine Keith
3451 PLANO PARKWAY
LEWISVILLE, TX75056
X President & CEO
Signatures
/s/ Patrick Keran, attorney-in-fact 01/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 120,381 of unvested restricted stock units, of which 21,810 unvested restricted stock units vest in equal installments on each of January 28, 2023 and 2024 and 98,571 unvested restricted stock units vest in equal installments on each of February 28, 2023, 2024 and 2025.
( 2 )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 622,968 shares and unvested restricted stock units of SeaSpine, shares having a market value of $22.76 per share at the effective time of the Merger.
( 3 )The option vested as to 25% of the underlying shares on May 1, 2016 and the remaining 75% vested in twelve substantially equal quarterly installments thereafter.
( 4 )The option was assumed by Issuer in connection with the Merger and replaced 325,000 SeaSpine options at an exercise price of $15.68.
( 5 )The option vested as to 6.25% on June 1, 2016, 6.25% on June 30, 2016 and the remaining 87.5% vested in fourteen equal quarterly installments thereafter.
( 6 )The option was assumed by Issuer in connection with the Merger and replaced 149,074 SeaSpine options with an exercise price of $14.19.
( 7 )The option vested as to 25% of the underlying shares on January 1, 2020 and the remaining 75% vested or vests, as applicable, in twelve substantially equal quarterly installments thereafter.
( 8 )The option was assumed by Issuer in connection with the Merger and replaced 77,881 SeaSpine options with an exercise price of $18.24.
( 9 )The option vested as to 25% of the underlying shares on January 1, 2021 and the remaining 75% vested or vests, as applicable, in twelve substantially equal quarterly installments thereafter.
( 10 )The option was assumed by Issuer in connection with the Merger and replaced 121,830 SeaSpine options with an exercise price of $12.01.
( 11 )The option fully vested and became exercisable on June 21, 2020.
( 12 )The option was assumed by Issuer in connection with the Merger and replaced 8,871 SeaSpine with an exercise price of $9.93.
( 13 )The option vests as to 25% of the underlying shares on January 28, 2022 and the remaining 75% vests in twelve substantially equal quarterly installments thereafter.
( 14 )The option was assumed by Issuer in connection with the Merger and replaced 261,699 SeaSpine optons with an exercise price of $16.86.
( 15 )The option vests as to 25% of the underlying shares on February 28, 2023 and the remaining 75% vests in twelve substantially equal quarterly installments thereafter.
( 16 )The option was assumed by Issuer in connection with the Merger and replaced 31,866 SeaSpine options with an exercise price of $15.00.

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