SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ESSIG STUART

(Last)

(First)

(Middle)

C/O SEASPINE HOLDINGS CORPORATION

5770 ARMADA DR

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SeaSpine Holdings Corp [ SPNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/05/2023		D		460,275	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$15.68	01/05/2023		D			98,198	⁽²⁾	08/01/2025	Common Stock	98,198	⁽³⁾	0	D
Stock Option (right to buy)	$17.18	01/05/2023		D			6,944	⁽⁴⁾	01/01/2026	Common Stock	6,944	⁽⁵⁾	0	D
Stock Option (right to buy)	$9.99	01/05/2023		D			25,056	⁽⁶⁾	06/07/2026	Common Stock	25,056	⁽⁷⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger by and among the issuer, SeaSpine Holdings Corporation, which became effective on January 5, 2023, in exchange for 191,612 Orthofix Medical Inc. ("Orthofix") ordinary shares having a market value of $22.76 per share at the effective time of the merger.

2. The option vests as to 25% of the underlying shares on November 1, 2015 and the remaining 75% in three equal quarterly installments thereafter.

3. This option was assumed by Orthofix in the merger and replaced with an option to purchase 40,879 shares of Orthofix at a price of $37.67 per share.

4. The option vests as to 50% of the underlying shares on February 1, 2016 and as to 25% of the underlying shares on each of May 1, 2016 and August 1, 2016.

5. This option was assumed by Orthofix in the merger and replaced with an option to purchase 2,890 shares of Orthofix at a price of $41.27 per share.

6. The option vests in four equal installments on each of September 7, 2016, December 7, 2016, March 7, 2017 and June 7, 2017.

7. This option was assumed by Orthofix in the merger and replaced with an option to purchase 10,430 shares of Orthofix at a price of $24.00 per share.

Remarks:

	/s/Paul Benny, Attorney-in-Fact for Stuart Essig	01/09/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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