0001209191-14-010017.txt : 20140212 0001209191-14-010017.hdr.sgml : 20140212 20140212214405 ACCESSION NUMBER: 0001209191-14-010017 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140212 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMEDICA Corp CENTRAL INDEX KEY: 0001269026 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1885 WEST 2100 STREET CITY: SALT LAKE CITY STATE: UT ZIP: 84119 BUSINESS PHONE: 801-839-3516 MAIL ADDRESS: STREET 1: 1885 WEST 2100 STREET CITY: SALT LAKE CITY STATE: UT ZIP: 84119 FORMER COMPANY: FORMER CONFORMED NAME: AMEDICA CORP DATE OF NAME CHANGE: 20031104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOYES JAY M CENTRAL INDEX KEY: 0001191062 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33624 FILM NUMBER: 14602682 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-02-12 0 0001269026 AMEDICA Corp AMDA 0001191062 MOYES JAY M C/O AMEDICA CORPORATION 1885 WEST 2100 SOUTH SALT LAKE CITY UT 84119 1 1 0 0 Chief Fnancial Officer Common Stock 58778 D Warrant to Purchase Shares of Common Stock Common Stock 484 I See Footnote Series A Preferred Stock Common Stock 1534 D Series F Preferred Stock Common Stock 6250 I See Footnote Includes 58,778 restricted stock units, each of which represents a contingent right to receive one share of Issuer's common stock. The restricted stock units vest on the earlier of a change in control or the date of the expiration of the lock up period imposed on the Reporting Person after completion of the closing of the underwritten initial public offering of shares of the Issuer's Common Stock. Warrant has an exercise price of $25.77 per share of Common Stock and is exercisable at any time and expires on August 30, 2018. Shares held by Drayton Investments, LLC, of which Reporting Person is a managing member. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein. Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series A Convertible Preferred Stock will convert into 1.0000 share of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series A Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities. Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series F Convertible Preferred Stock will convert into 6.44370 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series F Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities. /s/ Jonathan Ursprung 2014-02-12 EX-24 2 attachment1.htm EX-24 DOCUMENT


                                 POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints Kevin Ontiveros, the Chief Legal Officer, Chief Compliance Officer, and
Corporate Secretary of Amedica Corporation (the "Company"), Amy N. Wood,
Corporate Paralegal for the Company, and Daniel Kajunski, Anthony Hubbard,
Kanasha Herbert, Jonathan Ursprung and Caroline Gammill, each of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., signing singly, with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:

     (1)     execute for and on behalf of the undersigned, forms and
             authentication documents for EDGAR Filing Access;

     (2)     do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such forms and authentication documents;

     (3) 	execute for and on behalf of the undersigned, in the undersigned's
            capacity as an officer, director and/or 10% shareholder
            of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of
            the Securities Exchange Act of 1934 and the rules thereunder;

     (4)     do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Form 3, 4 or 5 and timely file such form with the
             United States Securities and Exchange Commission and any stock
             exchange or similar authority; and

     (5)     take any other action of any type whatsoever in connection with the
             foregoing which, in the opinion of such attorney-in-fact, may be of
             benefit to, in the best interest of, or legally required by, the
             undersigned, it being understood that the documents executed by
             such attorney-in-fact, on behalf of the undersigned pursuant to
             this Power of Attorney, shall be in such form and shall
             contain such terms and conditions as such attorney-in-fact may
             approve in such attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed this 27 day of November, 2013.


                        /s/ Jay Moyes
                        --------------------------------------
                        Signature

                        Jay Moyes
                        --------------------------------------
                        Print Name