0001209191-23-036461.txt : 20230612
0001209191-23-036461.hdr.sgml : 20230612
20230612175906
ACCESSION NUMBER: 0001209191-23-036461
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230609
FILED AS OF DATE: 20230612
DATE AS OF CHANGE: 20230612
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wolterman Dan
CENTRAL INDEX KEY: 0001586330
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50744
FILM NUMBER: 231009618
MAIL ADDRESS:
STREET 1: 3721 VALLEY CENTRE DR
STREET 2: SUITE 500
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NUVASIVE INC
CENTRAL INDEX KEY: 0001142596
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 330768598
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7475 LUSK BLVD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: (858) 909-1800
MAIL ADDRESS:
STREET 1: 7475 LUSK BLVD
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-06-09
0
0001142596
NUVASIVE INC
NUVA
0001586330
Wolterman Dan
7475 LUSK BLVD.
SAN DIEGO
CA
92121
1
0
0
0
0
RSUs
0.00
2023-06-09
4
A
0
4816
0.00
A
Common Stock
4816
4816
D
Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's common stock upon vesting.
Award of RSUs pursuant to Issuer's Board of Director's compensation policies granted under Issuer's 2014 Equity Incentive Plan. The grant will vest in full on the first to occur of (1) Issuer's 2024 Annual Meeting of Stockholders, or (2) the one-year anniversary of the date of grant. Settlement of this award has been deferred until the Reporting Person's separation from service with the Issuer's Board of Directors.
On February 8, 2023, Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Globus Medical, Inc. ("Globus Medical") and Zebra Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Globus Medical. The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Globus Medical. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each RSU outstanding immediately prior to the Effective Time held by the Reporting Person will fully vest and be cancelled and converted automatically into the right to receive (without interest) 0.75 fully paid and non-assessable shares of Class A common stock of Globus Medical (and cash in lieu of any fractional shares) in respect of each share of Issuer's common stock underlying such RSU.
/s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Daniel J. Wolterman
2023-06-12