Sec Form 4 Filing - FRIEL ROBERT F @ NUVASIVE INC - 2023-09-01

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
FRIEL ROBERT F
2. Issuer Name and Ticker or Trading Symbol
NUVASIVE INC [ NUVA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NUVASIVE, INC., 12101 AIRPORT WAY
3. Date of Earliest Transaction (MM/DD/YY)
09/01/2023
(Street)
BROOMFIELD, CO80021
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
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 Unit ( 1 ) 09/01/2023 D 5,113 ( 2 ) ( 2 ) Common Stock 5,113 $ 0 0 D
Restricted Stock Unit ( 1 ) 09/01/2023 D 850 ( 2 ) ( 2 ) Common Stock 850 $ 0 0 D
Restricted Stock Unit ( 1 ) 09/01/2023 D 2,822 ( 2 ) ( 2 ) Common Stock 2,822 $ 0 0 D
Restricted Stock Unit ( 1 ) 09/01/2023 D 2,130 ( 2 ) ( 2 ) Common Stock 2,130 $ 0 0 D
Restricted Stock Unit ( 1 ) 09/01/2023 D 3,230 ( 2 ) ( 2 ) Common Stock 3,230 $ 0 0 D
Restricted Stock Unit ( 1 ) 09/01/2023 D 2,577 ( 2 ) ( 2 ) Common Stock 2,577 $ 0 0 D
Restricted Stock Unit ( 1 ) 09/01/2023 D 3,095 ( 2 ) ( 2 ) Common Stock 3,095 $ 0 0 D
Restricted Stock Unit ( 1 ) 09/01/2023 D 2,702 ( 2 ) ( 2 ) Common Stock 2,702 $ 0 0 D
Restricted Stock Unit ( 1 ) 09/01/2023 D 3,788 ( 2 ) ( 2 ) Common Stock 3,788 $ 0 0 D
Restricted Stock Unit ( 1 ) 09/01/2023 D 4,816 ( 2 ) ( 2 ) Common Stock 4,816 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRIEL ROBERT F
C/O NUVASIVE, INC.
12101 AIRPORT WAY
BROOMFIELD, CO80021
X
Signatures
/s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Robert F. Friel 09/05/2030
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represented a contingent right to receive one share of the Issuer's common stock upon vesting.
( 2 )Pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023 (the "Merger Agreement"), by and among the Issuer, Globus Medical, Inc. ("Globus") and Zebra Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Globus. At the effective time of the merger, each restricted stock unit award became fully vested and was cancelled and converted automatically into the right to receive 0.75 shares of Class A common stock of Globus, par value $0.001 per share, and cash in lieu of fractional shares, in respect of each share of Issuer common stock underlying such award.

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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