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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 01/01/2019 | M | 15,573 | (5) | (5) | Common Stock | 15,573 | $ 0 | 15,574 | D | ||||
Restricted Stock Units | (3) | 01/01/2019 | M | 12,550 | (6) | (6) | Common Stock | 12,550 | $ 0 | 25,101 | D | ||||
Restricted Stock Units | (3) | 01/01/2019 | A | 10,691 | (7) | (7) | Common Stock | 10,691 | $ 0 | 10,691 | D | ||||
Employee Stock Option (Right to Buy) | $ 18.24 | 01/01/2019 | A | 35,636 | (8) | 01/01/2027 | Common Stock | 35,636 | $ 0 | 35,636 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lipschultz Tyler C/O SEASPINE HOLDINGS CORPORATION 5770 ARMADA DRIVE CARLSBAD, CA 92008 |
SVP, Orthobiologics and BD |
/s/Paul Benny, Attorney-in-Fact for Tyler Lipschultz | 01/03/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These shares were acquired under the issuer's 2015 Employee Stock Purchase Plan (ESPP) in transactions that were exempt under Rule 16b-3(c). |
(2) | In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the issuer's common stock on January 3, 2017, which was the first trading day of the applicable offering period. |
(3) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
(4) | These shares were withheld by the issuer to satisfy statutory tax withholding requirements on vesting of restricted stock units that occurred on January 1, 2019. No shares were sold in connection with this transaction. |
(5) | The reporting person was granted 46,720 restricted stock units on February 7, 2017, which vest in three equal installments on each of January 1, 2018, 2019 and 2020. |
(6) | The reporting person was granted 37,651 restricted stock units on March 5, 2018, which vest in three equal installments on each of January 1, 2019, 2020 and 2021. |
(7) | The restricted stock units vest in three equal installments on each of January 1, 2020, 2021 and 2022. |
(8) | The option vests as to 25% of the underlying shares on January 1, 2020 and the remaining 75% in twelve substantially equal quarterly installments thereafter. |