0000899243-19-007329.txt : 20190312
0000899243-19-007329.hdr.sgml : 20190312
20190312180025
ACCESSION NUMBER: 0000899243-19-007329
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190308
FILED AS OF DATE: 20190312
DATE AS OF CHANGE: 20190312
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WATER STREET HEALTHCARE PARTNERS, LLC
CENTRAL INDEX KEY: 0001582578
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38832
FILM NUMBER: 19676287
BUSINESS ADDRESS:
STREET 1: 333 WEST WACKER DRIVE
STREET 2: SUITE 2800
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: 312-506-2900
MAIL ADDRESS:
STREET 1: 333 WEST WACKER DRIVE
STREET 2: SUITE 2800
CITY: CHICAGO
STATE: IL
ZIP: 60654
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WATER STREET HEALTHCARE MANAGEMENT II, LP
CENTRAL INDEX KEY: 0001582580
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38832
FILM NUMBER: 19676288
BUSINESS ADDRESS:
STREET 1: 333 WEST WACKER DRIVE
STREET 2: SUITE 2800
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: 312-506-2900
MAIL ADDRESS:
STREET 1: 333 WEST WACKER DRIVE
STREET 2: SUITE 2800
CITY: CHICAGO
STATE: IL
ZIP: 60654
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WATER STREET HEALTHCARE PARTNERS II LP
CENTRAL INDEX KEY: 0001430540
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38832
FILM NUMBER: 19676289
BUSINESS ADDRESS:
STREET 1: 333 WEST WACKER DRIVE
STREET 2: 16TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60606
BUSINESS PHONE: 312 506-2900
MAIL ADDRESS:
STREET 1: 333 WEST WACKER DRIVE
STREET 2: 16TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60606
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WSHP Biologics Holdings, LLC
CENTRAL INDEX KEY: 0001581931
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38832
FILM NUMBER: 19676290
BUSINESS ADDRESS:
STREET 1: 333 WEST WACKER DRIVE
STREET 2: SUITE 2800
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: 312-506-2900
MAIL ADDRESS:
STREET 1: 333 WEST WACKER DRIVE
STREET 2: SUITE 2800
CITY: CHICAGO
STATE: IL
ZIP: 60654
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RTI Surgical Holdings, Inc.
CENTRAL INDEX KEY: 0001760173
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 832540607
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 520 LAKE COOK ROAD, SUITE 315
CITY: DEERFIELD
STATE: IL
ZIP: 60015
BUSINESS PHONE: 3864188888
MAIL ADDRESS:
STREET 1: 520 LAKE COOK ROAD, SUITE 315
CITY: DEERFIELD
STATE: IL
ZIP: 60015
FORMER COMPANY:
FORMER CONFORMED NAME: Bears Holding Sub, Inc.
DATE OF NAME CHANGE: 20181127
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2019-03-08
0
0001760173
RTI Surgical Holdings, Inc.
RTIX
0001581931
WSHP Biologics Holdings, LLC
444 WEST LAKE STREET, SUITE 1800
CHICAGO
IL
60606
0
0
1
0
0001430540
WATER STREET HEALTHCARE PARTNERS II LP
444 WEST LAKE STREET, SUITE 1800
CHICAGO
IL
60606
0
0
1
0
0001582580
WATER STREET HEALTHCARE MANAGEMENT II, LP
444 WEST LAKE STREET, SUITE 1800
CHICAGO
IL
60606
0
0
1
0
0001582578
WATER STREET HEALTHCARE PARTNERS, LLC
444 WEST LAKE STREET, SUITE 1800
CHICAGO
IL
60606
0
0
1
0
Series A Preferred Stock
4.39
Common Stock
15152761
D
The Series A Preferred Stock (the "Preferred Stock") is convertible at any time into Common Stock of the Issuer at a price of $4.39 per share, based on the aggregate liquidation value of the Preferred Stock, which was approximately $66,520,618 as of March 8, 2019. The Preferred Stock and its conversion price are subject to the terms and conditions of the Amended and Restated Certificate of Designation governing the Series A Preferred Stock, dated as of March 8, 2019, and the Investment Agreement (the "Investment Agreement"), by and between RTI Surgical, Inc., currently a wholly owned subsidiary of the Issuer ("Old RTI"), and WSHP Biologics Holdings, LLC, dated as June 12, 2013. The rights and obligations of Old RTI under the Investment Agreement were assumed by the Issuer pursuant to the assignment and assumption agreement described below.
On March 8, 2019, pursuant to the Master Transaction Agreement, by and among the Issuer, Old RTI, PS Spine Holdco, LLC (the "Member"), and Bears Merger Sub, Inc. (the "Merger Sub"): (a) the Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of the Issuer (the "Merger"); (b) the Member contributed all of the issued and outstanding membership interests of Paradigm Spine, LLC, a wholly owned subsidiary of the Member, to the Issuer; and (c) the Issuer was renamed "RTI Surgical Holdings, Inc."
At the effective time of the Merger, each issued and outstanding share of Series A Preferred Stock of the Old RTI converted automatically into one share of the Issuer's Series A Preferred Stock. The Issuer assumed the rights and obligations of Old RTI under the Investment Agreement pursuant to the Assignment and Assumption Agreement, dated as of November 1, 2018, by and between the Issuer and Old RTI.
The Series A Preferred Stock is held directly by WSHP Biologics Holdings, LLC. The managing member of WSHP Biologics Holdings, LLC is Water Street Healthcare Partners II, L.P., whose sole general partner is Water Street Healthcare Management II, L.P. The sole general partner of Water Street Healthcare Management II, L.P. is Water Street Healthcare Partners, LLC. Each of Water Street Healthcare Partners II, L.P., Water Street Healthcare Management II, L.P. and Water Street Healthcare Partners, LLC has disclaimed beneficial ownership of such shares of Series A Preferred Stock, except to the extent of its pecuniary interest therein.
WSHP BIOLOGICS HOLDINGS, LLC , By: /s/ Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory
2019-03-12
WATER STREET HEALTHCARE PARTNERS II, L.P., By: Water Street Healthcare Management II, L.P., Its: General Partner, By: Water Street Healthcare Partners, LLC , Its: General Partner., By: /s/ Timothy A. Dugan, Name: Timothy A. Dugan, Its: Authorized Signator
2019-03-12
WATER STREET HEALTHCARE MANAGEMENT II, L.P., By: Water Street Healthcare Partners, LLC, Its: General Partner, By: /s/ Timothy A. Dugan, Name: Timothy A. Dugan, Its: Authorized Signatory
2019-03-12
WATER STREET HEALTHCARE PARTNERS, LLC, By:/s/ Timothy A. Dugan, Name: Timothy A. Dugan, Its: Authorized Signatory
2019-03-12