0001209191-14-010012.txt : 20140212 0001209191-14-010012.hdr.sgml : 20140212 20140212214237 ACCESSION NUMBER: 0001209191-14-010012 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: Truetzel David W. CENTRAL INDEX KEY: 0001593649 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33624 FILM NUMBER: 14602672 MAIL ADDRESS: STREET 1: C/O AMEDICA CORPORATION STREET 2: 1885 WEST 2100 STREET CITY: SALT LAKE CITY STATE: UT ZIP: 84119 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-02-12 0 0001269026 AMEDICA Corp AMDA 0001593649 Truetzel David W. C/O AMEDICA CORPORATION, 1885 WEST 2100 SALT LAKE CITY UT 84119 1 0 0 0 Common Stock 3297 D Warrant to Purchase Shares of Common Stock Common Stock 1212 I By Truetzel Revocable Trust Series C Preferred Stock Common Stock 2779 I See Footnote Series E Preferred Stock Common Stock 337 D Series E Preferred Stock Common Stock 8285 I See Footnote Series F Preferred Stock Common Stock 15625 I By Truetzel Revocable Trust Consists of 3,297 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. The warrant is held by Truetzel Revocable Trust, to which the Reporting Person and his spouse are the sole beneficiaries. The warrant has and exercise price of $25.77 per share of Common Stock and is exercisable at any time and expires on August 30, 2018. The Series C Convertible Preferred Stock was issued on February 24, 2006 and is convertible at any time and converts automatically upon the closing of a Qualified Public Offering as defined in Section 2(c) of the Certificate of Designation, Preferences, and Rights of Series C Convertible Preferred Stock of Amedica Corporation dated February 24, 2006, on a 1.1206-for-1 basis, and such conversion rate is reflected in the amount of securities underlying the security. Shares held by Spinal Management, LLC, of which the Reporting Person is a 50% 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 E Convertible Preferred Stock will convert into 1.1363 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series E 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 26th day of Nov, 2013.

                                        /s/ David Truetzel
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                                        Signature

                                        David Truetzel
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