0001209191-23-048173.txt : 20230905
0001209191-23-048173.hdr.sgml : 20230905
20230905163448
ACCESSION NUMBER: 0001209191-23-048173
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230901
FILED AS OF DATE: 20230905
DATE AS OF CHANGE: 20230905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SISITSKY NATHANIEL
CENTRAL INDEX KEY: 0001225738
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50744
FILM NUMBER: 231236311
MAIL ADDRESS:
STREET 1: C/O CAREFUSION CORPORATION
STREET 2: 3750 TORREY VIEW COURT
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
X0508
4
2023-09-01
1
0001142596
NUVASIVE INC
NUVA
0001225738
SISITSKY NATHANIEL
C/O NUVASIVE, INC.
12101 AIRPORT WAY
BROOMFIELD
CO
80021
0
1
0
0
SVP & General Counsel
0
Common Stock, par value $0.001 per share
2023-09-01
4
D
0
22423
D
0
D
Restricted Stock Unit
2023-09-01
4
D
0
5893
0.00
D
Common Stock
5893
0
D
Restricted Stock Unit
2023-09-01
4
D
0
6421
0.00
D
Common Stock
6421
0
D
Restricted Stock Unit
2023-09-01
4
D
0
16405
0.00
D
Common Stock
16405
0
D
Performance Restricted Stock Unit
2023-09-01
4
D
0
5893
0.00
D
Common Stock
5893
0
D
Performance Restricted Stock Unit
2023-09-01
4
D
0
6421
0.00
D
Common Stock
6421
0
D
Pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023 (the "Merger Agreement"), by and among the Issuer, Globus Medical, Inc. ("Globus") and Zebra Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Globus. At the effective time of the merger (the "Effective Time"), each share of the Issuer's common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive 0.75 shares of Class A common stock of Globus ("Globus Class A Common Stock"), par value $0.001 per share (the "Exchange Ratio" and such shares, the "Merger Consideration"), and cash in lieu of fractional shares.
Represented a contingent right to receive one share of the Issuer's common stock upon vesting.
Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award was converted into a Globus restricted stock unit award, with the number of shares of Globus Class A Common Stock subject to such assumed award determined based on the Exchange Ratio. Each converted Globus restricted stock unit award is subject to the same terms and conditions (including service-based vesting conditions) as applied to the corresponding Issuer restricted stock unit award as of immediately prior to the Effective Time.
Pursuant to the Merger Agreement, at the Effective Time, each performance restricted stock unit award was converted into a Globus restricted stock unit award, with the number of shares of Globus Class A Common Stock subject to such assumed award determined based on the Exchange Ratio and with applicable performance conditions deemed to be achieved at 100% of the target performance level. Each converted Globus restricted stock unit award is subject to the same terms and conditions (including service-based vesting conditions but excluding performance-based vesting conditions) as applied to the corresponding Issuer performance restricted stock unit award subject to such award as of immediately prior to the Effective Time.
/s/ Nathaniel B. Sisitsky
2023-09-05