0001209191-23-048184.txt : 20230905 0001209191-23-048184.hdr.sgml : 20230905 20230905165229 ACCESSION NUMBER: 0001209191-23-048184 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: Huennekens R Scott CENTRAL INDEX KEY: 0001365493 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50744 FILM NUMBER: 231236545 MAIL ADDRESS: STREET 1: C/O VOLCANO CORPORATION STREET 2: 11455 EL CAMINO REAL, SUITE 460 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 0001365493 Huennekens R Scott C/O NUVASIVE, INC. 12101 AIRPORT WAY BROOMFIELD CO 80021 1 0 0 0 0 Common Stock, par value $0.001 per share 2023-09-01 4 D 0 1360 D 0 D Restricted Stock Unit 2023-09-01 4 D 0 2577 0.00 D Common Stock 2577 0 D Restricted Stock Unit 2023-09-01 4 D 0 3095 0.00 D Common Stock 3095 0 D Restricted Stock Unit 2023-09-01 4 D 0 2702 0.00 D Common Stock 2702 0 D Restricted Stock Unit 2023-09-01 4 D 0 3788 0.00 D Common Stock 3788 0 D Restricted Stock Unit 2023-09-01 4 D 0 4816 0.00 D Common Stock 4816 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 became fully vested and was cancelled and converted automatically into the right to receive (without interest) the Merger Consideration in respect of each share of Issuer common stock underlying such award. /s/ Nathaniel B. Sisitsky, Attorney-in-Fact for R Scott Huennekens 2023-09-05