0000947871-18-000187.txt : 20180223 0000947871-18-000187.hdr.sgml : 20180223 20180223185516 ACCESSION NUMBER: 0000947871-18-000187 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180214 FILED AS OF DATE: 20180223 DATE AS OF CHANGE: 20180223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34951 FILM NUMBER: 18638155 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xtant Medical Holdings, Inc. CENTRAL INDEX KEY: 0001453593 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 205313323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 664 CRUISER LANE CITY: BELGRADE STATE: MT ZIP: 59714 BUSINESS PHONE: 406-388-0480 MAIL ADDRESS: STREET 1: 664 CRUISER LANE CITY: BELGRADE STATE: MT ZIP: 59714 FORMER COMPANY: FORMER CONFORMED NAME: Bacterin International Holdings, Inc. DATE OF NAME CHANGE: 20100615 FORMER COMPANY: FORMER CONFORMED NAME: K KITZ INC DATE OF NAME CHANGE: 20090108 4 1 ss81187_4.xml OWNERSHIP DOCUMENT X0306 4 2018-02-14 0 0001453593 Xtant Medical Holdings, Inc. XTNT 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2018-02-14 4 A 0 5126534 7.20 A 5287197 I See Footnotes Common Stock 2018-02-14 4 A 0 2905396 7.20 A 2973996 I See Footnotes Common Stock 2018-02-14 4 P 0 603687 7.20 A 5890884 I See Footnotes Common Stock 2018-02-14 4 P 0 342132 7.20 A 3316128 I See Footnotes Convertible Note 46.56 2018-02-14 4 D 0 33190000 46.56 A 2021-07-15 Common Stock 33190000 0 I See Footnotes Convertible Note 46.56 2018-02-14 4 D 0 18810000 46.56 A 2021-07-15 Common Stock 18810000 0 I See Footnotes Convertible Note 34.8 2018-02-14 4 D 0 1428553 34.8 A 2021-07-15 Common Stock 1428553 0 I See Footnotes Convertible Note 34.8 2018-02-14 4 D 0 809614 34.8 A 2021-07-15 Common Stock 809614 0 I See Footnotes These securities are held of record by ROS Acquisition Offshore LP ("ROS Acquisition"). OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the investment manager of ROS Acquisition. Advisors is also the investment manager of Royalty Opportunities S.a r.l., of which ROS Acquisition is a wholly-owned subsidiary. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ROS Acquisition noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ROS Acquisition. These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the sole general partner of ORO II, and Advisors is the sole managing member of ROF II. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ORO II noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ORO II. Each of ROS Acquisition, ORO II and the reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or the reporting person is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by Advisors, is no longer subject to Section 16 with respect to securities of the Issuer. These convertible notes (collectively, the "Notes") were convertible into shares of common stock ("Shares") of the Issuer at any time prior to the close of business on the second business day immediately preceding July 15, 2021. However, the Notes were not convertible to the extent that such conversion would result in the holder of each Note or any of its affiliates being deemed to beneficially own in excess of 9.99% of the then-outstanding Shares. Gives effect to the 1:12 reverse stock split which occurred on February 14, 2018. On February 14, 2018, the Notes, plus accrued and unpaid interest, were exchanged for newly-issued shares of Common Stock at an exchange rate of 138.8889 shares per $1,000 principal amount of notes, for an exchange price of $7.20 per share. This resulted in the issuance of 5,126,534 shares of Common Stock to ROS Acquisition and 2,905,396 shares of Common Stock to ORO II. On February 14, 2018, ROS Acquisition and ORO II purchased an aggregate of 945,819 shares of Common Stock at a price of $7.20 per share in a private placement. /s/ Jonathan T. Silverstein 2018-02-23 /s/ Sven H. Borho 2018-02-23 /s/ Carl L. Gordon 2018-02-23