1
|
NAME OF REPORTING PERSON
KRENSAVAGE PARTNERS, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,561,351
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,561,351
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,561,351
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
KRENSAVAGE ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
3,561,351
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
3,561,351
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,561,351
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
KRENSAVAGE PARTNERS TOO, LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
877,599
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
877,599
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,599
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
KRENSAVAGE ADVISORS TOO, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
877,599
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
877,599
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
877,599
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
KRENSAVAGE ASSET MANAGEMENT, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
4,438,950
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
4,438,950
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,438,950
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
1
|
NAME OF REPORTING PERSON
MICHAEL P. KRENSAVAGE
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
4,438,950
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
4,438,950
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,438,950
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
|
Item 3 is hereby amended and restated to read as follows:
|
Item 4.
|
Purpose of the Transaction.
|
|
Item 4 is hereby amended to add the following:
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
Items 5(a)-(c) are hereby amended and restated to read as follows:
|
A.
|
Krensavage Partners
|
|
(a)
|
As of the close of business on March 16, 2017, Krensavage Partners directly owns 3,561,351 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,561,351
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,561,351
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Krensavage Partners since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
B.
|
Krensavage Advisors
|
|
(a)
|
Krensavage Advisors, as the general partner of Krensavage Partners, may be deemed the beneficial owner of the 3,561,351 Shares owned by Krensavage Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 3,561,351
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 3,561,351
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Krensavage Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D. The transactions in the Shares on behalf of Krensavage Partners since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
C.
|
Krensavage Partners Too
|
|
(a)
|
As of the close of business on March 16, 2017, Krensavage Partners Too directly owns 877,599 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 877,599
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 877,599
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Krensavage Partners Too since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
D.
|
Krensavage Advisors Too
|
|
(a)
|
Krensavage Advisors Too, as the general partner of Krensavage Partners Too, may be deemed the beneficial owner of the 877,599 Shares owned by Krensavage Partners Too.
|
|
(b)
|
1. Sole power to vote or direct vote: 877,599
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 877,599
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Krensavage Advisors Too has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D. The transactions in the Shares on behalf of Krensavage Partners Too since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
E.
|
Krensavage Asset Management
|
|
(a)
|
Krensavage Asset Management, as the investment manager of each of Krensavage Partners and Krensavage Partners Too, may be deemed the beneficial owner of the (i) 3,561,351 Shares owned by Krensavage Partners and (ii) 877,599 Shares owned by Krensavage Partners Too.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,438,950
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,438,950
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Krensavage Asset Management has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D. The transactions in the Shares on behalf of each of Krensavage Partners and Krensavage Partners Too since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
F.
|
Mr. Krensavage
|
|
(a)
|
Mr. Krensavage, as the managing member of Krensavage Asset Management, may be deemed the beneficial owner of the (i) 3,561,351 Shares owned by Krensavage Partners and (ii) 877,599 Shares owned by Krensavage Partners Too.
|
|
(b)
|
1. Sole power to vote or direct vote: 4,438,950
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 4,438,950
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Krensavage has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D. The transactions in the Shares on behalf of each of Krensavage Partners and Krensavage Partners Too since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
|
Item 6 is hereby amended to add the following:
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
Item 7 is hereby amended to add the following exhibit:
|
|
99.1
|
Settlement Agreement by and among Krensavage Partners, LP, Krensavage Partners Too, LP, Krensavage Advisors, LLC, Krensavage Advisors, Too, LLC, Krensavage Asset Management, LLC, Michael P. Krensavage and RTI Surgical, Inc., dated March 14, 2017.
|
Krensavage Partners, LP
|
|||
By:
|
Krensavage Asset Management, LLC
Investment Manager
|
||
By:
|
/s/ Michael P. Krensavage
|
||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
Krensavage Partners Too, LP
|
|||
By:
|
Krensavage Asset Management, LLC
Investment Manager
|
||
By:
|
/s/ Michael P. Krensavage
|
||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
Krensavage Advisors, LLC
|
|||
By:
|
/s/ Michael P. Krensavage
|
||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Owner
|
Krensavage Advisors Too, LLC
|
|||
By:
|
/s/ Michael P. Krensavage
|
||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Owner
|
Krensavage Asset Management, LLC
|
|||
By:
|
/s/ Michael P. Krensavage
|
||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
/s/ Michael P. Krensavage
|
|
MICHAEL P. KRENSAVAGE
|
Shares of Common Stock
Purchased / (Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
KRENSAVAGE PARTNERS, LP
|
||
10
|
3.8885
|
03/03/2017
|
KRENSAVAGE PARTNERS TOO, LP
|
||
11,892
|
3.8885
|
03/03/2017
|
RTI Surgical, Inc.
|
||
11621 Research Circle
|
||
Alachua, Florida 32615
|
||
Attn: Thomas F. Rose, Corporate Secretary
|
||
Email: trose@rtix.com
|
Holland & Knight LLP
|
|||
100 North Tampa Street
|
|||
Suite 4100
|
|||
Tampa, Florida 33602
|
|||
Attn: Robert J. Grammig, Esq.
|
|||
Michael M. Mills, Esq.
|
|||
Email:
|
robert.grammig@hklaw.com
|
||
michael.mills@hklaw.com
|
|||
Krensavage Partners, LP
|
||
c/o Krensavage Asset Management LLC
|
||
130 E. 59th Street, 11th Floor
|
||
New York, New York 10022
|
||
Attn: Louis A. Parks, Chief Operating Officer
|
||
Email: louis@krensavage.com
|
Olshan Frome & Wolosky LLP
|
|||
Park Avenue Tower
|
|||
65 East 55th Street
|
|||
New York, NY 10022
|
|||
Attn: Steve Wolosky, Esq.
|
|||
Meagan M. Reda, Esq.
|
|||
Email:
|
swolosky@olshanlaw.com
|
||
mreda@olshanlaw.com
|
|||
RTI SURGICAL, INC.
|
|||
By:
|
/s/ Robert P. Jordheim | ||
Name:
|
Robert P. Jordheim
|
||
Title:
|
Interim President and Chief Executive Officer
|
KRENSAVAGE PARTNERS, LP
|
|||
By:
|
Krensavage Asset Management, LLC
Investment Manager
|
||
By:
|
/s/ Michael P. Krensavage | ||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
Krensavage Partners Too, LP
|
|||
By:
|
Krensavage Asset Management, LLC
Investment Manager
|
||
By:
|
/s/ Michael P. Krensavage | ||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
Krensavage Advisors, LLC
|
|||
By:
|
Krensavage Asset Management, LLC
Investment Manager of the Limited Partner
|
||
By:
|
/s/ Michael P. Krensavage | ||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
Krensavage Advisors Too, LLC
|
|||
By:
|
Krensavage Asset Management, LLC
Investment Manager of the Limited Partner
|
||
By:
|
/s/ Michael P. Krensavage | ||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
Krensavage Asset Management, LLC
|
|||
By:
|
/s/ Michael P. Krensavage | ||
Name:
|
Michael P. Krensavage
|
||
Title:
|
Managing Member
|
Michael P. Krensavage
|
||
By:
|
/s/ Michael P. Krensavage | |
Michael P. Krensavage
|
Delaware
|
0-31271
|
59-3466543
|
||
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
11621 Research Circle, Alachua, Florida
|
32615
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
(d)
|
Exhibits.
|
|
10.1
|
Settlement Agreement, dated March 14, 2017, by and among the Company and Krensavage Partners, LP and certain entities and persons associated with Krensavage Partners, LP.
|
|
99.1
|
Press Release issued by the Company dated March 15, 2017.
|
RTI SURGICAL, INC.
|
||||||
Date: March 15, 2017
|
By:
|
/s/ Robert P. Jordheim
|
||||
Name:
|
Robert P. Jordheim
|
|||||
Title:
|
Interim President and Interim Chief Executive Officer
|
Exhibit
Number
|
|
Description of Document
|
10.1 | Settlement Agreement, dated March 14, 2017, by and among the Company and Krensavage Partners, LP and certain entities and persons associated with Krensavage Partners, LP. | |
99.1
|
|
Press Release issued by the Company dated March 15, 2017.
|