Sec Form 4 Filing - WATER STREET HEALTHCARE PARTNERS II LP @ RTI SURGICAL, INC. - 2019-03-08

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 WATER STREET HEALTHCARE PARTNERS II LP 2. Issuer Name and Ticker or Trading Symbol RTI SURGICAL, INC. [ RTIX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 444 WEST LAKE STREET, SUITE 1800 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2019 (Street) CHICAGO, IL60606 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

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 Series A Preferred Stock $ 4.39 ( 1 ) 03/08/2019 J( 2 )( 3 ) 50,000 ( 1 ) ( 1 ) Common Stock 15,152,761 ( 2 ) ( 3 ) 0 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WATER STREET HEALTHCARE PARTNERS II LP 444 WEST LAKE STREET, SUITE 1800 CHICAGO, IL60606 X WATER STREET HEALTHCARE MANAGEMENT II, LP 444 WEST LAKE STREET, SUITE 1800 CHICAGO, IL60606 X WATER STREET HEALTHCARE PARTNERS, LLC 444 WEST LAKE STREET, SUITE 1800 CHICAGO, IL60606 X Signatures WSHP BIOLOGICS HOLDINGS, LLC , By: /s/ Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory 03/12/2019 Signature of Reporting Person Date WATER STREET HEALTHCARE PARTNERS II, L.P., By: Water Street Healthcare Management II, L.P., Its: GP, By: Water Street Healthcare Partners, LLC, Its: GP, By: /s/ Timothy Dugan, Name: Timothy Dugan, Its: Authorized Signatory 03/12/2019 Signature of Reporting Person Date WATER STREET HEALTHCARE MANAGEMENT II, L.P., By: Water Street Healthcare Partners, LLC, Its: General Partner, By: /s/ Timothy Dugan, Name: Timothy Dugan, Its: Authorized Signatory 03/12/2019 Signature of Reporting Person Date WATER STREET HEALTHCARE PARTNERS, LLC, By: /s/ Timothy Dugan, Name: Timothy Dugan, Its: Authorized Signatory 03/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Stock was convertible into Common Stock at a price of $4.39 per share, based on the aggregate liquidation value of the Series A Preferred Stock, which was approximately $66,520,618 as of March 8, 2019. The Series A Preferred Stock was subject to the terms and conditions of that certain Investment Agreement by and between the Issuer and WSHP Biologics Holdings, LLC, dated as of June 12, 2013, and that certain Certificate of Designation governing the Series A Preferred Stock, dated as of July 16, 2013, as amended and restated on August 1, 2018. ( 2 )On March 8, 2019, pursuant to the Master Transaction Agreement, by and among Bears Holding Sub, Inc. ("New RTI"), the Issuer, PS Spine Holdco, LLC, a Delaware limited liability company (the "Member"), and Bears Merger Sub, Inc., a Delaware corporation (the "Merger Sub"): (a) the Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of New RTI (the "Merger"); (b) the Member contributed all of the issued and outstanding membership interests of Paradigm Spine, LLC, a Delaware limited liability company and wholly owned subsidiary of the Member, to New RTI; and (c) New RTI was renamed "RTI Surgical Holdings, Inc." ( 3 )Pursuant to the Master Transaction Agreement, at the effective time of the Merger each issued and outstanding share of Series A Preferred Stock of the Issuer converted automatically into one share of New RTI's Series A Convertible Preferred Stock. ( 4 )The Series A Preferred Stock was held directly by WSHP Biologics Holdings, LLC. The managing member of WSHP Biologics Holdings, LLC is Water Street Healthcare Partners II, L.P., whose sole general partner is Water Street Healthcare Management II, L.P. The sole general partner of Water Street Healthcare Management II, L.P. is Water Street Healthcare Partners, LLC. Each of Water Street Healthcare Partners II, L.P., Water Street Healthcare Management II, L.P. and Water Street Healthcare Partners, LLC has disclaimed beneficial ownership of such shares of Series A Preferred Stock, except to the extent of its pecuniary interest therein.

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