Sec Form 4 Filing - Varela John N @ RTI Surgical Holdings, Inc. - 2019-03-08

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
Varela John N
2. Issuer Name and Ticker or Trading Symbol
RTI Surgical Holdings, Inc. [ RTIX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP Global Operations
(Last) (First) (Middle)
520 LAKE COOK ROAD, SUITE 315
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2019
(Street)
DEERFIELD, IL60015
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 03/08/2019 A 83,633 A 83,633 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 $ 4.26 03/08/2019 A 20,000 ( 4 ) 07/14/2024 Common Stock 20,000 $ 4.26 20,000 D
Option to purchase Common Stock $ 5.23 03/08/2019 A 30,000 ( 5 ) 02/17/2025 Common Stock 30,000 $ 5.23 30,000 D
Option to purchase Common Stock $ 3.31 03/08/2019 A 38,710 ( 6 ) 02/24/2026 Common Stock 38,710 $ 3.31 38,710 D
Option to purchase Common Stock $ 4.6 03/08/2019 A 48,458 ( 7 ) 05/03/2027 Common Stock 48,458 $ 4.6 48,458 D
Option to purchase Common Stock $ 4.25 03/08/2019 A 43,700 ( 8 ) 02/28/2028 Common Stock 43,700 $ 4.25 43,700 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Varela John N
520 LAKE COOK ROAD, SUITE 315
DEERFIELD, IL60015
EVP Global Operations
Signatures
/s/John N. Varela 03/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 8, 2019, pursuant to the Master Transaction Agreement, by and among the Issuer, RTI Surgical, Inc., a Delaware corporation ("Old RTI"), 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 Old RTI, with Old RTI surviving as a wholly-owned subsidiary of the Issuer (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 the Issuer; and (c) the Issuer was renamed "RTI Surgical Holdings, Inc."
( 2 )Pursuant to the Master Transaction Agreement, at the effective time of the Merger: (a) each issued and outstanding share of common stock of Old RTI converted automatically into one share of the Issuer's common stock; (b) each issued and outstanding share of Series A Convertible Preferred Stock of Old RTI converted automatically into one share of the Issuer's Series A Convertible Preferred Stock; and (c) each stock option and restricted stock award granted by Old RTI converted into a stock option or restricted stock award, as applicable, of the Issuer with respect to an equivalent number of shares of the Issuer's common stock on the same terms and conditions as were applicable prior to the Closing. This report reflects the beneficial ownership of the reporting person at the time of the consummation of the Merger and does not include the securities of the Issuer acquired by the reporting person upon the consummation of the Merger.
( 3 )Total includes 29,208 shares of restricted stock that will vest on; 7,971 shares will vest on both 5/03/2019 and 5/03/2020, 6,633 shares will vest on both 2/29/2020 and 2/28/2021.
( 4 )Total includes 16,000 exercisable options and 4,000 options that become exercisable on 7/14/2019.
( 5 )Total includes 24,000 exercisable options and 6,000 that will become exercisable on 2/17/2020.
( 6 )Total includes 23,226 exercisable options and 7,742 will become exercisable on both 2/24/2020 and 2/24/2021.
( 7 )Total includes 9,692 exercisable options and 9,692 will become exercisable on both 5/03/2019 and 5/03/2020, and 9,691 on both 5/03/2021 and 05/03/2022.
( 8 )Total includes 8,740 exercisable options and 8,740 will become exercisable on each of 2/29/2020, 2/28/2021, 2/28/2022 and 2/28/2023.

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