Sec Form 4 Filing - Farhat Camille @ RTI SURGICAL, INC. - 2017-01-26

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 Farhat Camille 2. Issuer Name and Ticker or Trading Symbol RTI SURGICAL, INC. [ RTIX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 11621 RESEARCH CIRCLE 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2017 (Street) ALACHUA, FL32615 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 01/26/2017 A 150,000 ( 1 ) A $ 0 150,000 ( 2 ) D Common Stock 01/26/2017 A 850,000 ( 3 ) A $ 0 1,000,000 ( 4 ) 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 Option to purchase Common Stock $ 3.2 01/26/2017 A 1,950,000 ( 5 ) 01/26/2022 Common 1,950,000 $ 0 1,950,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Farhat Camille 11621 RESEARCH CIRCLE ALACHUA, FL32615 Chief Executive Officer Signatures /s/Camille Farhat 01/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of restricted stock of RTI Surgical,Inc. (the "Company") that will vest on the day after Mr. Farhat's acquisition in the open market of shares of the Company valued at $500,000 so long as such acquisition is on or before March 15, 2018. ( 2 )Includes 150,000 shares of restricted stock of the Company. ( 3 )Represents shares of restricted stock of the Company that will vest as follows: 170,000 shares on January 26, 2018 and 42,500 shares each quarter beginning on March 31, 2018 through December 31, 2021. Vesting may accelerate upon the occurrence of either of two performance conditions. ( 4 )Includes 1,000,000 shares of restricted stock of the Company. ( 5 )The 1,950,000 options vest, if at all, in three 650,000 share increments if the average per share closing price of the common stock exceeds $6.00, $7.00 and $8.00, respectively, for 60 consecutive calendar days.

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).

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