Filing Details

Accession Number:
0000947871-18-000187
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-02-23 18:55:16
Reporting Period:
2018-02-14
Accepted Time:
2018-02-23 18:55:16
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1453593 Xtant Medical Holdings Inc. XTNT () DE
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1055951 Orbimed Advisors Llc 601 Lexington Avenue
54Th Floor
New York NY 10022
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2018-02-14 5,126,534 $7.20 5,287,197 No 4 A Indirect See Footnotes
Common Stock Acquisiton 2018-02-14 2,905,396 $7.20 2,973,996 No 4 A Indirect See Footnotes
Common Stock Acquisiton 2018-02-14 603,687 $7.20 5,890,884 No 4 P Indirect See Footnotes
Common Stock Acquisiton 2018-02-14 342,132 $7.20 3,316,128 No 4 P Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A Indirect See Footnotes
No 4 A Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 P Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Convertible Note Acquisiton 2018-02-14 33,190,000 $46.56 33,190,000 $46.56
Common Stock Convertible Note Acquisiton 2018-02-14 18,810,000 $46.56 18,810,000 $46.56
Common Stock Convertible Note Acquisiton 2018-02-14 1,428,553 $34.80 1,428,553 $34.80
Common Stock Convertible Note Acquisiton 2018-02-14 809,614 $34.80 809,614 $34.80
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2021-07-15 No 4 D Indirect
0 2021-07-15 No 4 D Indirect
0 2021-07-15 No 4 D Indirect
0 2021-07-15 No 4 D Indirect
Footnotes
  1. These securities are held of record by ROS Acquisition Offshore LP ("ROS Acquisition"). OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the investment manager of ROS Acquisition. Advisors is also the investment manager of Royalty Opportunities S.a r.l., of which ROS Acquisition is a wholly-owned subsidiary. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ROS Acquisition noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ROS Acquisition.
  2. These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the sole general partner of ORO II, and Advisors is the sole managing member of ROF II. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ORO II noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ORO II.
  3. Each of ROS Acquisition, ORO II and the reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or the reporting person is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by Advisors, is no longer subject to Section 16 with respect to securities of the Issuer.
  4. These convertible notes (collectively, the "Notes") were convertible into shares of common stock ("Shares") of the Issuer at any time prior to the close of business on the second business day immediately preceding July 15, 2021. However, the Notes were not convertible to the extent that such conversion would result in the holder of each Note or any of its affiliates being deemed to beneficially own in excess of 9.99% of the then-outstanding Shares.
  5. Gives effect to the 1:12 reverse stock split which occurred on February 14, 2018.
  6. On February 14, 2018, the Notes, plus accrued and unpaid interest, were exchanged for newly-issued shares of Common Stock at an exchange rate of 138.8889 shares per $1,000 principal amount of notes, for an exchange price of $7.20 per share. This resulted in the issuance of 5,126,534 shares of Common Stock to ROS Acquisition and 2,905,396 shares of Common Stock to ORO II.
  7. On February 14, 2018, ROS Acquisition and ORO II purchased an aggregate of 945,819 shares of Common Stock at a price of $7.20 per share in a private placement.