SC 13D/A 1 sc13da209488ofix_04222024.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Orthofix Medical Inc.

(Name of Issuer)

Common Stock, $0.10 par value per share

(Title of Class of Securities)

68752M108

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 19, 2024

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 68752M108

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,565,743  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,565,743  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,565,743  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 68752M108

  1   NAME OF REPORTING PERSON  
         
        ENGINE JET CAPITAL, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         299,117  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          299,117  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        299,117  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP No. 68752M108

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE LIFT CAPITAL, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         273,942  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          273,942  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        273,942  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

4

CUSIP No. 68752M108

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL MANAGEMENT, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,138,802  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,138,802  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,138,802  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.4%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

CUSIP No. 68752M108

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL MANAGEMENT GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,138,802  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,138,802  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,138,802  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.4%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

CUSIP No. 68752M108

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE INVESTMENTS, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,864,860  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,864,860  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,864,860  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.7%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

7

CUSIP No. 68752M108

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE INVESTMENTS II, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         273,942  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          273,942  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        273,942  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

8

CUSIP No. 68752M108

 

  1   NAME OF REPORTING PERSON  
         
        ARNAUD AJDLER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        BELGIUM  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,138,802  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,138,802  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,138,802  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.4%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

9

CUSIP No. 68752M108

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The Shares purchased by each of Engine Capital, Engine Jet and Engine Lift were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,565,743 Shares beneficially owned by Engine Capital is approximately $30,121,439, including brokerage commissions. The aggregate purchase price of the 299,117 Shares beneficially owned by Engine Jet is approximately $3,508,642, including brokerage commissions. The aggregate purchase price of the 273,942 Shares beneficially owned by Engine Lift is approximately $3,227,280, including brokerage commissions.

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 19, 2024, Engine Capital and certain of its affiliates (collectively, “Engine”) entered into an amendment (the “Amendment”) to that certain Cooperation Agreement, dated December 11, 2023 (the “Cooperation Agreement”) with the Issuer. The Amendment provides that if the Issuer’s Board of Directors (the “Board”) determines in good faith after consulting with counsel that it would violate the Board’s fiduciary duties under applicable law for the Board to recommend, support and solicit proxies for the election of any of Alan L. Bazaar, Michael M. Finegan or Charles R. Kummeth (each, a “Specified Director”) at the Issuer’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) in the same manner as for the Issuer’s other nominees at the 2024 Annual Meeting, then the Board will not be required to recommend, support and solicit proxies for the applicable Specified Director, and Engine will be permitted to solicit proxies in favor of any such Specified Director, make statements and announcements, and otherwise engage in communications with stockholders in connection with such solicitation.

In addition, the Amendment confirms that certain other obligations of the Issuer under the Cooperation Agreement are subject to the exercise of the Board’s fiduciary duties under applicable law, and provides that if the Issuer fails to take specified actions as a result of the Board determining in good faith after consultation with counsel that taking actions would violate the Board’s fiduciary duties, that standstill provisions currently applicable to Engine would cease to remain in effect.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 37,406,644 Shares outstanding as of March 1, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2024.

10

CUSIP No. 68752M108

A.Engine Capital
(a)As of the date hereof, Engine Capital directly owned 2,565,743 Shares.

Percentage: Approximately 6.9%

(b)1. Sole power to vote or direct vote: 2,565,743
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,565,743
4. Shared power to dispose or direct the disposition: 0
B.Engine Jet
(a)As of the date hereof, Engine Jet directly owned 299,117 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 299,117
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 299,117
4. Shared power to dispose or direct the disposition: 0
C.Engine Lift
(a)As of the date hereof, Engine Lift directly owned 273,942 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 273,942
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 273,942
4. Shared power to dispose or direct the disposition: 0
D.Engine Management
(a)Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Lift, may be deemed to beneficially own the 3,138,802 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift.

Percentage: Approximately 8.4%

(b)1. Sole power to vote or direct vote: 3,138,802
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,138,802
4. Shared power to dispose or direct the disposition: 0
E.Engine GP
(a)Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 3,138,802 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift.

11

CUSIP No. 68752M108

Percentage: Approximately 8.4%

(b)1. Sole power to vote or direct vote: 3,138,802
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,138,802
4. Shared power to dispose or direct the disposition: 0
F.Engine Investments
(a)Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 2,864,860 Shares owned in the aggregate by Engine Capital and Engine Jet.

Percentage: Approximately 7.7%

(b)1. Sole power to vote or direct vote: 2,864,860
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,864,860
4. Shared power to dispose or direct the disposition: 0
G.Engine Investments II
(a)Engine Investments II, as the general partner of Engine Lift, may be deemed to beneficially own the 273,942 Shares owned by Engine Lift.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 273,942
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 273,942
4. Shared power to dispose or direct the disposition: 0
H.Arnaud Ajdler
(a)Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments and Engine Investments II, may be deemed to beneficially own the 3,138,802 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift.

Percentage: Approximately 8.4%

(b)1. Sole power to vote or direct vote: 3,138,802
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,138,802
4. Shared power to dispose or direct the disposition: 0

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

12

CUSIP No. 68752M108

(c)The transactions in the Shares during the past 60 days by certain of the Reporting Persons are set forth on Schedule A attached hereto 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:

On April 19, 2024, Engine and the Issuer entered into the Amendment, as defined and described in Item 4 above, which is attached as Exhibit 99.1 and incorporated herein by reference.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1First Amendment to Cooperation Agreement by and among Engine Capital, L.P., Engine Jet Capital, L.P., Engine Lift Capital, LP, Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC, Engine Investments II, LLC, Arnaud Ajdler and Orthofix Medical Inc., dated April 19, 2024.

 

13

CUSIP No. 68752M108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 22, 2024

  Engine Capital, L.P.
   
  By:

Engine Investments, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Jet Capital, L.P.
   
  By:

Engine Investments, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Lift Capital, LP
   
  By:

Engine Investments II, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Capital Management, LP
   
  By:

Engine Capital Management GP, LLC,

General Partner

     
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

14

CUSIP No. 68752M108

  Engine Capital Management GP, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Investments, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Investments II, LLC
   
  By:

/s/ Arnaud Ajdler

    Name: Arnaud Ajdler
    Title: Managing Member

 

 

 

/s/ Arnaud Ajdler

  Arnaud Ajdler

 

15

CUSIP No. 68752M108

SCHEDULE A

Transactions in the Shares of the Issuer During the Past 60 Days

Nature of Transaction Amount of Securities
Purchased		 Price per Share ($) Date of Purchase

 

ENGINE CAPITAL L.P.

Purchase of Common Stock 1,600 13.2491 04/12/2024
Purchase of Common Stock 24,859 13.0615 04/15/2024
Purchase of Common Stock 4,373 13.0914 04/16/2024
Purchase of Common Stock 25,020 12.9666 04/17/2024
Purchase of Common Stock 30,734 13.0198 04/18/2024

 

ENGINE LIFT CAPITAL, LP

Purchase of Common Stock 4,948 13.0615 04/15/2024
Purchase of Common Stock 870 13.0914 04/16/2024
Purchase of Common Stock 4,980 12.9666 04/17/2024
Purchase of Common Stock 6,117 13.0198 04/18/2024