0001609251-17-000005.txt : 20170217
0001609251-17-000005.hdr.sgml : 20170217
20170216203134
ACCESSION NUMBER: 0001609251-17-000005
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20170217
DATE AS OF CHANGE: 20170216
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: RTI SURGICAL, 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 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-60813
FILM NUMBER: 17619555
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: RTI Biologics, Inc.
DATE OF NAME CHANGE: 20080227
FORMER COMPANY:
FORMER CONFORMED NAME: REGENERATION TECHNOLOGIES INC
DATE OF NAME CHANGE: 19991206
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Krensavage Asset Management, LLC
CENTRAL INDEX KEY: 0001609251
IRS NUMBER: 262520930
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 130 EAST 59TH STREET
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-888-1582
MAIL ADDRESS:
STREET 1: 130 EAST 59TH STREET
STREET 2: 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13D/A
1
RTIX_13D_12.31.2016.txt
KRENSAVAGE ASSET MGT 13D 12.31.2016
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.5)
RTI Surgical, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
74975N105
(CUSIP Number)
Michael Krensavage
Krensavage Asset Management, LLC
130 E. 59th St.
11th Floor
New York, NY 10022
(212) 518-1970
December 31, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
1 NAME OF REPORTING PERSONS: Krensavage Partners, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER: 3,530,645
8 SHARED VOTING POWER: - 0 -
9 SOLE DISPOSITIVE POWER: 3,530,645
10 SHARED DISPOSITIVE POWER: - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,530,645
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.0%
14 TYPE OF REPORTING PERSON: PN
1 NAME OF REPORTING PERSONS: Krensavage Advisors, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER: 3,530,645
8 SHARED VOTING POWER: - 0 -
9 SOLE DISPOSITIVE POWER: 3,530,645
10 SHARED DISPOSITIVE POWER: - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 3,530,645
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.0%
14 TYPE OF REPORTING PERSON: OO
1 NAME OF REPORTING PERSONS: Krensavage Partners Too, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER: 686,303
8 SHARED VOTING POWER: - 0 -
9 SOLE DISPOSITIVE POWER: 686,303
10 SHARED DISPOSITIVE POWER: - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 686,303
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.2%
14 TYPE OF REPORTING PERSON: PN
1 NAME OF REPORTING PERSONS: Krensavage Advisors Too, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER: 686,303
8 SHARED VOTING POWER: - 0 -
9 SOLE DISPOSITIVE POWER: 686,303
10 SHARED DISPOSITIVE POWER: - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 686,303
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.2%
14 TYPE OF REPORTING PERSON: OO
1 NAME OF REPORTING PERSONS: Krensavage Asset Management LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER: 4,216,948
8 SHARED VOTING POWER: - 0 -
9 SOLE DISPOSITIVE POWER: 4,216,948
10 SHARED DISPOSITIVE POWER: - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,216,948
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.2%
14 TYPE OF REPORTING PERSON: IA
1 NAME OF REPORTING PERSONS: Michael Krensavage
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION: USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER: 4,216,948
8 SHARED VOTING POWER: -0-
9 SOLE DISPOSITIVE POWER: 4,216,948
10 SHARED DISPOSITIVE POWER: -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,216,948
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 7.2%
14 TYPE OF REPORTING PERSON: IN
The following constitutes the Schedule 13D filed by the undersigned
(the Schedule 13D).
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.001 per share
(the Shares), of RTI Surgical, Inc., a Delaware corporation (the Issuer).
The address of the principal executive offices of the Issuer is 11621
Research Circle, Alachua, Florida 32615.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Krensavage Partners, LP, a Delaware limited partnership (Krensavage
Partners);
(ii) Krensavage Partners Too, LP, a Delaware limited partnership (Krensavage
Partners Too);
(iii) Krensavage Advisors, LLC, a Delaware limited liability company
(Krensavage Advisors), which serves as the general partner of
Krensavage Partners;
(iv) Krensavage Advisors Too, LLC, a Delaware limited liability company
(Krensavage Advisors Too), which serves as the general partner of
Krensavage Partners Too;
(v) Krensavage Asset Management, LLC, a Delaware limited liability company
(Krensavage Asset Management), which serves as the investment manager
of each of Krensavage Partners and Krensavage Partners Too; and
(vi) Michael Krensavage, who serves as the managing member of Krensavage
Asset Management.
Each of the foregoing is referred to as a Reporting Person and
collectively as the Reporting Persons. Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further
described in Item 6. Accordingly, the Reporting Persons are hereby
filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting Persons
is 130 E. 59th St., 11th Floor, New York, NY 10022.
(c) The principal business of each of Krensavage Partners and Krensavage
Partners Too is investing in securities. The principal business of
Krensavage Advisors is serving as the general partner of Krensavage
Partners. The principal business of Krensavage Advisors Too is serving
as the general partner of Krensavage Partners Too. The principal
business of Krensavage Asset Management is serving as the investment
manager of each of Krensavage Partners and Krensavage Partners Too.
The principal occupation of Mr. Krensavage is serving as the managing
member of Krensavage Asset Management.
(d) No Reporting Person has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Mr. Krensavage is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares purchased by each of Krensavage Partners and Krensavage Partners
Too were purchased with working capital (which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business) in
open market purchases. The aggregate purchase price of the 3,530,645 Shares
directly owned by Krensavage Partners is approximately $11,474,596, including
brokerage commissions. The aggregate purchase price of the 686,303 Shares
directly owned by Krensavage Partners Too is approximately $2,230,485,
including brokerage commissions.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the Shares based on the Reporting Persons
belief that the Shares, when purchased, were undervalued and represented an
attractive investment opportunity.Depending upon overall market conditions,
other investment opportunities available to the Reporting Persons, and the
availability of Shares at prices that would make the purchase or sale of Shares
desirable, the Reporting Persons may endeavor to increase or decrease their
position in the Issuer through, among other things, the purchase or sale of S
hares on the open market or in private transactions or otherwise, on such
terms and at such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would relate to or
result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in
connection with completion of, or following, any of the actions discussed
herein. The Reporting Persons intend to review their investment in the Issuer
on a continuing basis. Depending on various factors including, without
limitation, the Issuers financial position and investment strategy, the price l
evels of the Shares, conditions in the securities markets and general economic
and industry conditions, the Reporting Persons may in the future take such
actions with respect to their investment in the Issuer as they deem appropriate
including, without limitation, engaging in communications with management and
the Board, engaging in discussions with stockholders of the Issuer and others
about the Issuer and the Reporting Persons investment, making proposals to
the Issuer concerning changes to the capitalization, ownership structure,
board structure (including board composition) or operations of the Issuer,
purchasing additional Shares, selling some or all of their Shares, entering
into financial instruments or other agreements that increase or decrease the
Reporting Persons economic or beneficial exposure with respect to their
investment in the Issuer, engaging in short selling of or any hedging or
similar transaction with respect to the Shares, including swaps and other
derivative instruments, or changing their intention with respect to any and
all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
The aggregate percentage of Shares reported owned by each person named
herein is based upon 58,425,397 Shares outstanding, as of September30 2016,
which is the total number of Shares outstanding as reported in the Issuers
Quarterly Report on Form 10-Q, filed with the Securities and Exchange
Commission on November 7, 2016.
A. Krensavage Partners
(a) As of the close of business on December 31, 2016, Krensavage Partners
directly owned 3,530,645 Shares.
Percentage: Approximately 6.0%
(b) 1. Sole power to vote or direct vote: 3,530,645
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,530,645
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Krensavage Partners during the
past 60 days are set forth in Schedule A and are incorporated
herein by reference.
B. Krensavage Advisors
(a) Krensavage Advisors, as the general partner of Krensavage Partners,
may be deemed the beneficial owner of the 3,530,645 Shares owned by
Krensavage Partners.
Percentage: Approximately 6.0%
(b) 1. Sole power to vote or direct vote: 3,530,645
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,530,645
4. Shared power to dispose or direct the disposition: 0
(c) Krensavage Advisors has not entered into any transactions in the Shares
during the past 60 days. The transactions in the Shares on behalf of
Krensavage Partners during the past 60 days are set forth in Schedule
A and are incorporated herein by reference.
C. Krensavage Partners Too
(a) As of the close of business on December 31, 2016, Krensavage Partners
Too directly owned 686,303Shares.
Percentage: 1.2%
(b) 1. Sole power to vote or direct vote: 686,303
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 686,303
4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Krensavage Partners Too during the
past 60 days are set forth in Schedule A and are incorporated herein
by reference.
D. Krensavage Advisors Too
(a) Krensavage Advisors Too, as the general partner of Krensavage
Partners Too, may be deemed the beneficial owner of the 419,097 Shares
owned by Krensavage Partners Too.
Percentage: 1.2%
(b) 1. Sole power to vote or direct vote: 686,303
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 686,303
4. Shared power to dispose or direct the disposition: 0
(c) Krensavage Advisors Too has not entered into any transactions in the
Shares during the past 60 days. The transactions in the Shares on behalf
of Krensavage Partners Too during the past 60 days are set forth in
Schedule A and are incorporated herein by reference.
E. Krensavage Asset Management
(a) Krensavage Asset Management, as the investment manager of each of
Krensavage Partners and Krensavage Partners Too, may be deemed the
beneficial owner of the (i) 3,530,645 Shares owned by Krensavage Partners
and (ii) 686,303 Shares owned by Krensavage Partners Too.
Percentage: Approximately 7.2%
(b) 1. Sole power to vote or direct vote: 4,216,948
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,216,948
4. Shared power to dispose or direct the disposition: 0
(c) Krensavage Asset Management has not entered into any transactions in the
Shares during the past 60 days. The transactions in the Shares on behalf
of Krensavage Partners and Krensavage Partners Too during the past 60 days
are set forth in Schedule A and are incorporated herein by reference.
F. Mr. Krensavage
(a) Mr. Krensavage, as the managing member of Krensavage Asset Management,
may be deemed the beneficial owner of the (i) 3,530,645 Shares owned by
Krensavage Partners and (ii) 686,303 Shares owned by Krensavage
Partners Too.
Percentage: Approximately 7.2%
(b) 1. Sole power to vote or direct vote: 4,216,948
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,216,948
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Krensavage has not entered into any transactions in the Shares
during the past 60 days. The transactions in the Shares on behalf of
each of Krensavage Partners and Krensavage Partners Too during the past
60 days are set forth in Schedule A and are incorporated herein by reference.
The Reporting Persons, as members of a group for the purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may
be deemed the beneficial owner of the Shares directly owned by the
other Reporting Persons.Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary
interest therein.
(d) No person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On November 9, 2015, the Reporting Persons entered into a Joint
Filing Agreement in which the Reporting Persons agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with
respect to securities of the Issuer, to the extent required by
applicable law. A copy of this agreement is attached as exhibit
99.2 hereto and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or between
the Reporting Persons and any other person, with respect to the
securities of the Issuer.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 12, 2017
Krensavage Partners, LP
By: Krensavage Asset Management, LLC
Investment Manager
By: /s/ Michael Krensavage
Name: Michael Krensavage
Title: Managing Member
Krensavage Partners Too, LP
By: Krensavage Asset Management, LLC
Investment Manager
By: /s/ Michael Krensavage
Name: Michael Krensavage
Title: Managing Member
Krensavage Advisors, LLC
By: Krensavage Asset Management, LLC
Investment Manager of the Limited Partner
By: /s/ Michael Krensavage
Name: Michael Krensavage
Title: Managing Member
Krensavage Advisors Too, LLC
By: Krensavage Asset Management, LLC
Investment Manager of the Limited Partner
By: /s/ Michael Krensavage
Name: Michael Krensavage
Title: Managing Member
Krensavage Asset Management LLC
By: /s/ Michael Krensavage
Name: Michael Krensavage
Title: Managing Member
/s/ Michael Krensavage
Michael Krensavage
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock
Krensavage Partners, LP
30,696 Shares Bought $3.30 per share 02/03/2017
Krensavage Partners Too, LP
140,100 bought $3.25 per share 02/02/2017
39,304 bought $3.30 per share 02/03/2017
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including additional
amendments thereto) with respect to the shares of Common Stock, $0.001 par v
alue, of RTI Surgical, Inc. This Joint Filing Agreement shall be filed as an
Exhibit to such Statement.
Dated: February 12, 2017
Krensavage Partners, LP
By: Krensavage Asset Management, LLC
Investment Manager
By: /s/ Michael Krensavage
Name: Michael Krensavage
Title: Managing Member
Krensavage Partners, LP
By: Krensavage Asset Management, LLC
Investment Manager
By: /s/ Michael Krensavage
Name: Michael Krensavage
Title: Managing Member
Krensavage Advisors, LLC
By: Krensavage Asset Management, LLC
Investment Manager of the Limited Partner
By: /s/ Michael Krensavage
Name: Michael Krensavage
Title: Managing Member
Krensavage Advisors Too, LLC
By: Krensavage Asset Management, LLC
Investment Manager of the Limited Partner
By: /s/ Michael Krensavage
Name: Michael Krensavage
Title: Managing Member
Krensavage Asset Management, LLC
By: /s/ Michael Krensavage
Name: Michael Krensavage
Title: Managing Member
/s/ Michael Krensavage
Michael Krensavage