0000909012-11-000250.txt : 20110406
0000909012-11-000250.hdr.sgml : 20110406
20110406164138
ACCESSION NUMBER: 0000909012-11-000250
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110406
DATE AS OF CHANGE: 20110406
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: RTI Biologics, Inc.
CENTRAL INDEX KEY: 0001100441
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 593466543
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-60813
FILM NUMBER: 11743575
BUSINESS ADDRESS:
STREET 1: 11621 RESEARCH CIRCLE
CITY: ALACHUA
STATE: FL
ZIP: 32615
BUSINESS PHONE: 386-418-8888
MAIL ADDRESS:
STREET 1: 11621 RESEARCH CIRCLE
CITY: ALACHUA
STATE: FL
ZIP: 32615
FORMER COMPANY:
FORMER CONFORMED NAME: REGENERATION TECHNOLOGIES INC
DATE OF NAME CHANGE: 19991206
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GAGNON SECURITIES LLC
CENTRAL INDEX KEY: 0001125725
IRS NUMBER: 134087058
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: P.O. BOX 1370 AVENUE OF THE AMERICAS,
STREET 2: SUITE 2002
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2125545000
MAIL ADDRESS:
STREET 1: P.O. BOX 1370 AVENUE OF THE AMERICAS
STREET 2: SUITE 2002
CITY: NEW YORK
STATE: NY
ZIP: 10019
SC 13G/A
1
t306318.txt
RTI
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RTI BIOLOGICS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
74975N105
(CUSIP Number)
MARCH 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO ARE TO 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 1745 (12-02)
--------- ----------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GAGNON SECURITIES LLC
--------- ----------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b) [X]
--------- ----------------------------------------------------------------------
3. SEC USE ONLY
--------- ----------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE LIMITED LIABILITY COMPANY
--------- ----------------------------------------------------------------------
NUMBER OF
SHARES 5. SOLE VOTING POWER 0
------------------- ---- -------------------------------------------------------
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER 2,237,927
------------------- ---- -------------------------------------------------------
EACH
REPORTING 7. SOLE DISPOSITIVE POWER 0
------------------- ---- -------------------------------------------------------
PERSON WITH:
8. SHARED DISPOSTIVE POWER 2,237,927
------------------- ---- -------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,237,927
--------- ----------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.1 %
--------- ----------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA
--------- ----------------------------------------------------------------------
--------- ----------------------------------------------------------------------
13. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
NEIL GAGNON
--------- ----------------------------------------------------------------------
14. CHECK THE APPROPRIATE BOX IF A GROUP* (a)
(b) [X]
--------- ----------------------------------------------------------------------
15. SEC USE ONLY
--------- ----------------------------------------------------------------------
16. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
------------------- ---- -------------------------------------------------------
NUMBER OF
SHARES 17. SOLE VOTING POWER 1,974,314
------------------- ---- -------------------------------------------------------
BENEFICIALLY
OWNED BY 18. SHARED VOTING POWER 2,794,623
------------------- ---- -------------------------------------------------------
EACH
REPORTING 19. SOLE DISPOSITIVE POWER 1,974,314
------------------- ---- -------------------------------------------------------
PERSON WITH:
20. SHARED DISPOSTIVE POWER 2,794,623
------------------- ---- -------------------------------------------------------
21. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,768,937
--------- ----------------------------------------------------------------------
22. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
--------- ----------------------------------------------------------------------
23. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.7 %
--------- ----------------------------------------------------------------------
24. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
--------- ----------------------------------------------------------------------
ITEM 1.
(a) Name of Issuer: RTI Biologics, Inc.
(b) Address of Issuer's Principal Executive Offices: 11621 Research Circle
Alachua, FL 32615
Item 2.
This Schedule 13G/A is being filed by Gagnon
Securities LLC and Neil Gagnon (together, the
"Reporting Persons"). Gagnon Securities LLC
is an investment adviser registered under
Section 203 of the Investment Advisers Act of
1940 that furnishes investment advice to
several customer accounts, foundations,
partnerships, trusts, and private investment
funds (collectively, the "Funds"). Mr. Gagnon
is the managing member and the principal
owner of Gagnon Securities LLC. In its role
as investment manager to the Funds, Gagnon
Securities LLC shares voting and/or
dispositive power with Mr. Gagnon with
respect to certain securities of the Issuer
(a) Name of Person Filing: described in this Schedule. Additionally, Mr.
Gagnon has sole voting power and sole
dispositive power with respect to certain
securities of the Issuer and he shares voting
power and dispositive power with certain
persons with respect to certain other
securities of the Issuer. The Reporting
Persons expressly disclaim beneficial
ownership of all securities held in the
Funds' accounts. No single client's interest
as reported in the customer accounts at
Gagnon Securities LLC exceeds 5% of the
outstanding Common Stock of the Issuer. In
addition, the filing of this Schedule 13G/A
shall not be construed as an admission that
the Reporting Persons or any of their
affiliates are beneficial owners of any
securities covered by this Schedule 13G/A for
any other purposes than Section 13(d) of the
Securities Exchange Act of 1934.
(b) Address of Principal Business Office or, if none, Residence:
1370 Ave. of the Americas, Suite 2400
New York, NY 10019
(c) Citizenship: GAGNON SECURITIES LLC:
Delaware Limited Liability Company
NEIL GAGNON: USA
(d) Title of Class of Common Stock, par value $0.001 per share
Securities:
(e) CUSIP Number: 74975n105
ITEM 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a-8).
(e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with ss.
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: GAGNON SECURITIES LLC: 2,237,927
NEIL GAGNON: 4,768,937
(b) Percent of class: GAGNON SECURITIES LLC: 4.1%
NEIL GAGNON: 8.7%
Calculation of percentage of beneficial
ownership is based on approximately 54,843,362
outstanding shares as reported by the Issuer
on its Form 10-K filed on February 22, 2011.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: GAGNON SECURITIES LLC: 0
NEIL GAGNON: 1,974,314
(ii) Shared power to vote or to direct the vote:
GAGNON SECURITIES LLC: 2,237,927
NEIL GAGNON: 2,794,623
(iii) Sole power to dispose or to direct the disposition of:
GAGNON SECURITIES LLC: 0
NEIL GAGNON: 1,974,314
(iv) Shared power to dispose or to direct the disposition of:
GAGNON SECURITIES LLC: 2,237,927
NEIL GAGNON: 2,794,623
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The Funds described above in Item 2 have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
securities held in their respective accounts. To the knowledge of the Reporting
Persons, the interest in any such Fund does not exceed 5% of the class of
securities. The Reporting Persons disclaim beneficial ownership of all such
securities.
ITEMS 7 - 9 Not Applicable
ITEM 10 CERTIFICATION
The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(b): By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above
(a) were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect. [X]
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 6, 2011
Date
GAGNON SECURITIES LLC
/s/ Neil Gagnon
Signature
Neil Gagnon
Name/Title
April 6, 2011
Date
/s/ Neil Gagnon
Signature
Neil Gagnon
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)