FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alphatec Holdings, Inc. [ ATEC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/26/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/26/2010 | A | 14,423,558 | A | (1) | 22,454,744(2) | D(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Reporting Persons acquired the shares in connection with the Issuer's acquisition of Scient'x S.A. HealthpointCapital Partners II, L.P. and HCPII Co-Invest Vehicle II, L.P. received 14,423,558 and 1,344,179 shares of common stock of the Issuer, respectively, in exchange for 9,259,126 shares of common stock of Scient'x S.A. that they held indirectly in the aggregate. On the closing of the acquisition, the closing price of the Issuer's common stock was $6.39 per share. |
2. Such shares are held by HealthpointCapital Partners II, L.P. and HCPII Co-Invest Vehicle II, L.P. HGP II, LLC disclaims beneficial ownership of the shares except to the extent of its pecuniary interest in such shares. |
3. This form is filed jointly by HGP II, LLC and HealthpointCapital Partners II, L.P. HGP II, LLC is the general partner of HealthpointCapital Partners II, L.P. and HCPII Co-Invest Vehicle II, L.P and is deemed to beneficially own all of the shares held by each of HealthpointCapital Partners II, L.P. and HCPII Co-Invest Vehicle II, L.P. HGP II, LLC disclaims beneficial ownership of the shares except to the extent of its pecuniary interest in such shares. Mortimer Berkowitz III and John H. Foster, who are directors of the Issuer, are each a managing member of HGP II, LLC. Messrs. Berkowitz and Foster are representatives of HGP II, LLC and HealthpointCapital Partners II, L.P. on the Issuer's board of directors and each of HGP II, LLC and HealthpointCapital Partners II, L.P. is a "director by deputization." |
/s/ Ebun S. Garner, ESQ., attorney-in-fact for HGP II, LLC | 04/12/2010 | |
/s/ Ebun S. Garner, ESQ., attorney-in-fact for HealthpointCapital Partners II, L.P. | 04/12/2010 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |