13D Filing: Krensavage Asset Management, Llc and Rti Surgical, Inc. (RTIX)

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F.
Mr. Krensavage
 
(a)
Mr. Krensavage, as the managing member of Krensavage Asset Management, may be deemed the beneficial owner of the (i) 2,925,170 Shares owned by Krensavage Partners and (ii) 521,920 Shares owned by Krensavage Partners Too.
Percentage: Approximately 6.0%
 
(b)
1. Sole power to vote or direct vote: 3,447,090
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 3,447,090
 
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. 1 to the Schedule 13D.
G.           Messrs. Goldberg, Lehrich, Stolper, and Williams
 
(a)
As of the date hereof, Messrs. Goldberg, Lehrich, Stolper, and Williams do not own any Shares.
Percentage: 0%
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0
 
(c)
None of Messrs. Goldberg, Lehrich, Stolper, or Williams has entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
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 14, 2016, the Reporting Persons entered into an Amended and Restated Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of Krensavage’s nominees at the Annual Meeting (the “Solicitation”), and (c) Krensavage agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation. The Amended and Restated Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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