SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* WSHP Biologics Holdings, LLC (Last) (First) (Middle) 444 WEST LAKE STREET, SUITE 1800 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/08/2019	3. Issuer Name and Ticker or Trading Symbol RTI Surgical Holdings, Inc. [ RTIX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)(2)(3)	(1)(2)(3)	Common Stock	15,152,761(1)(2)(3)	$4.39(1)(2)(3)	D(4)

1. Name and Address of Reporting Person* WSHP Biologics Holdings, LLC (Last) (First) (Middle) 444 WEST LAKE STREET, SUITE 1800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WATER STREET HEALTHCARE PARTNERS II LP (Last) (First) (Middle) 444 WEST LAKE STREET, SUITE 1800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WATER STREET HEALTHCARE MANAGEMENT II, LP (Last) (First) (Middle) 444 WEST LAKE STREET, SUITE 1800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WATER STREET HEALTHCARE PARTNERS, LLC (Last) (First) (Middle) 444 WEST LAKE STREET, SUITE 1800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. 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."

3. 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.

4. 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.

Remarks:

	WSHP BIOLOGICS HOLDINGS, LLC , By: /s/ Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory	03/12/2019
	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	03/12/2019
	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	03/12/2019
	WATER STREET HEALTHCARE PARTNERS, LLC, By:/s/ Timothy A. Dugan, Name: Timothy A. Dugan, Its: Authorized Signatory	03/12/2019
	** Signature of Reporting Person	Date
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