SEC FORM
3
SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL |
OMB Number: |
3235-0104 |
Estimated average burden |
hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/02/2012
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3. Issuer Name and Ticker or Trading Symbol
GLOBUS MEDICAL INC
[ GMED ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Beneficially Owned |
1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Class A Common Stock |
553,845
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I |
See footnotes
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series E Preferred Stock |
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Class A Common Stock |
7,089,681 |
0
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I |
See footnotes
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
Remarks: |
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/s/ Kevin P. Treanor, Attorney-in-fact |
08/02/2012 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
08/02/2012 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
08/02/2012 |
|
/s/ Kevin P. Treanor, Attorney-in-fact |
08/02/2012 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
08/02/2012 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
08/02/2012 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
08/02/2012 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
08/02/2012 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
08/02/2012 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
08/02/2012 |
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** 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
5
(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). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PRIVATE EQUITY PARTNERS
2004 OFFSHORE HOLDINGS, L.P. (the "Company") does hereby make, constitute and
appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish,
Justine Hansen, Kevin P. Treanor and Anthony DeRose, (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29, 2009.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 OFFSHORE HOLDINGS, L.P.
By: Goldman Sachs PEP 2004 Offshore Holdings Advisors, Inc.
By: /s/ Ryan J. Boucher
____________________________
Name: Ryan J. Boucher
Title: Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PEP 2004 OFFSHORE
HOLDINGS ADVISORS, INC. (the "Company") does hereby make, constitute and appoint
each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine
Hansen, Kevin P. Treanor and Anthony DeRose, (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29, 2009.
GOLDMAN SACHS PEP 2004 OFFSHORE HOLDINGS ADVISORS, INC.
By: /s/ Ryan J. Boucher
____________________________
Name: Ryan J. Boucher
Title: Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN
SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT
FUND, L.P. (the "Company") does hereby make, constitute and appoint
each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish,
Justine Hansen, Kevin P. Treanor and Anthony DeRose (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact), acting individually, as
its true and lawful attorney, to execute and deliver in its name and on its
behalf whether the Company is acting individually or as representative of
others, any and all filings required to be made by the Company under the
Securities Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the Company
under the Act, giving and granting unto each said Attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of September 29, 2009.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 -
DIRECT INVESTMENT FUND, L.P
By:Goldman Sachs PEP 2004 Direct Investment Advisors, L.L.C.
By:s/ Ryan J. Boucher
Name:Ryan J. Boucher
Title:Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PEP 2004 DIRECT
INVESTMENT ADVISORS, L.L.C. (the "Company") does hereby make, constitute and
appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish,
Justine Hansen, Kevin P. Treanor and Anthony DeRose, (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29, 2009.
GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Ryan J. Boucher
____________________________
Name: Ryan J. Boucher
Title: Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PRIVATE EQUITY PARTNERS
2004 EMPLOYEE FUND, L.P. (the "Company") does hereby make, constitute and
appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish,
Justine Hansen, Kevin P. Treanor and Anthony DeRose, (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29, 2009.
GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 EMPLOYEE FUND, L.P.
By: Goldman Sachs PEP 2004 Employee Funds GP, L.L.C.
By: /s/ Ryan J. Boucher
____________________________
Name: Ryan J. Boucher
Title: Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS PEP 2004 EMPLOYEE FUNDS
GP, L.L.C. (the "Company") does hereby make, constitute and appoint each of
Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen,
Kevin P. Treanor and Anthony DeRose, (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 30, 2009.
GOLDMAN SACHS PEP 2004 EMPLOYEE FUNDS GP, L.L.C.
By: /s/ Ryan J. Boucher
____________________________
Name: Ryan J. Boucher
Title: Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PRIVATE EQUITY PARTNERS 2002-
DIRECT INVESTMENT FUND, L.P. (the "Company") does hereby make, constitute and
appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish,
Justine Hansen, Kevin P. Treanor and Anthony DeRose, (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29, 2009.
GS PRIVATE EQUITY PARTNERS 2002 - DIRECT INVESTMENT FUND, L.P.
By: GS PEP 2002 Direct Investment Advisors, L.L.C.
By: /s/ Ryan J. Boucher
____________________________
Name: Ryan J. Boucher
Title: Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS PEP 2002 DIRECT INVESTMENT
ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each
of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen,
Kevin P. Treanor and Anthony DeRose, (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29,2009.
GS PEP 2002 DIRECT INVESTMENT ADVISORS, L.L.C.
By: /s/ Ryan J. Boucher
____________________________
Name: Ryan J. Boucher
Title: Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MULTI-STRATEGY HOLDINGS, L.P. (the
"Company") does hereby make, constitute and appoint each of Bruce A. Albert,
Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen, Kevin P. Treanor and
Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or one
of its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29, 2009.
MULTI-STRATEGY HOLDINGS, L.P.
By: Multi-Strategy Holdings Offshore Advisors, Inc.
By: /s/ Ryan J. Boucher
__________________________
Name: Ryan J.Boucher
Title: Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MULTI-STRATEGY HOLDINGS OFFSHORE
ADVISORS, INC. (the "Company") does hereby make, constitute and appoint each of
Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen,
Kevin P. Treanor and Anthony DeRose, (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 29, 2009.
MULTI-STRATEGY HOLDINGS OFFSHORE ADVISORS, INC.
By: /s/ Ryan J. Boucher
____________________________
Name: Ryan J. Boucher
Title: Vice President
1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"),
Goldman, Sachs & Co. ("Goldman Sachs"), GS Direct, L.L.C. ("GS Direct"), Goldman
Sachs Investment Partners Master Fund, L.P. ("GSIP Master"), Goldman Sachs
Investment Partners GP, LLC ("GSIP GP"), Goldman Sachs Private Equity
Concentrated Healthcare Fund Offshore Holdings, L.P. ("GS PE Healthcare Fund"),
Goldman Sachs Private Equity Concentrated Healthcare Offshore Advisors, Inc.
("GS PE Healthcare Advisors"), Goldman Sachs Private Equity Partners 2004, L.P.
("GS PEP 2004"), Goldman Sachs PEP 2004 Advisors, L.L.C. ("GS PEP 2004
Advisors"), Goldman Sachs Private Equity Partners 2004 Offshore Holdings, L.P.
("GS PEP 2004 Offshore"), Goldman Sachs PEP 2004 Offshore Holdings Advisors,
Inc. ("GS PEP 2004 Offshore Advisors"), Goldman Sachs Private Equity Partners
2004 Direct Investment Fund, L.P. ("GS PEP 2004 Direct"), Goldman Sachs PEP 2004
Direct Investment Advisors, L.L.C. ("GS PEP 2004 Direct Advisors"), Goldman
Sachs Private Equity Partners 2004 Employee Fund, L.P. ("GS PEP 2004 Employee"),
Goldman Sachs PEP 2004 Employee Funds GP, L.L.C. ("GS PEP 2004 Employee Funds"),
GS Private Equity Partners 2002 Direct Investment Fund, L.P. ("GS PEP 2002
Direct"), GS PEP 2002 Direct Investment Advisors, L.L.C. ("GS PEP 2002 Direct
LLC"), Multi-Strategy Holdings, L.P. ("Multi-Strategy LP") and Multi-Strategy
Holdings Offshore Advisors, Inc. ("Multi-Strategy Advisors", and together with
GS Direct, GSIP Master, GSIP GP, GS PE Healthcare Fund, GS PE Healthcare
Advisors, GS PEP 2004, GS PEP 2004 Advisors, GS PEP 2004 Offshore, GS PEP 2004
Offshore Advisors, GS PEP 2004 Direct, GS PEP 2004 Direct Advisors, GS PEP 2004
Employee, GS PEP 2004 Employee Funds, GS PEP 2002 Direct, GS PEP 2002 Direct LLC
and Multi-Strategy LP, the "Investing Entities", and together with GS Group and
Goldman Sachs, the "Reporting Persons"). Due to the electronic system's
limitation of 10 Reporting Persons per joint filing, this statement is being
filed in duplicate. Each Reporting Person disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest
therein.
2. Goldman Sachs is a wholly-owned subsidiary of GS Group. Affiliates of Goldman
Sachs and GS Group are the general partner, managing general partner, managing
partner, managing member or member of the Investing Entities other than GS
Direct. GS Group is the sole member, and Goldman Sachs is the manager, of GS
Direct.
3. GS Group and Goldman Sachs may each be deemed to beneficially own indirectly
553,845 shares of Class A common stock, par value $0.001 per share (the "Class A
Common Stock"), of Globus Medical, Inc. (the "Company"), by reason of the direct
beneficial ownership by certain of the Investing Entities of such shares.
4. GS Group and Goldman Sachs may each be deemed to beneficially own indirectly
7,089,681 shares of the Class A Common Stock of the Company, by reason of the
direct beneficial ownership by certain of the Investing Entities of 7,089,681
shares of Series E preferred stock, par value $0.001 per share (the "Series E
Preferred Stock").
5. Each share of Series E Preferred Stock automatically converts upon the
closing of the initial public offering of the Company's Class A Common Stock
(the "IPO") into one share of Class B Common Stock, par value $0.001 per share
(the "Class B Common Stock"), after giving effect to the 3.25-to-1 reverse stock
split of the Companys Class A Common Stock and Class B Common Stock and the
waiver by the holders of the Company's Series E Preferred Stock to receive
additional shares of Class B Common Stock. Subsequently, each share of Class B
Common Stock will automatically convert into one share of Class A Common Stock
upon the closing of the IPO as described in the Company's registration statement
filed with the Securities and Exchange Commission on July 23, 2012 (the "S-1").
6. GS Direct owns directly 276,923 shares of Class A Common Stock. GSIP Master
owns directly 166, 153 shares of Class A Common Stock, which may be deemed to be
beneficially owned indirectly by GSIP Master's general partner, GSIP GP. GS PE
Healthcare Fund owns directly 110,769 shares of Class A Common Stock, which may
be deemed to be beneficially owned indirectly by GS PE Healthcare Fund's
general partner, GS PE Healthcare Advisors.
7. GS Direct may be deemed to beneficially own 3,544,842 shares of Class A
Common Stock, by reason of GS Direct's direct ownership of 3,544,842 shares of
Series E Preferred Stock. GSIP Master and its general partner, GSIP GP, may be
deemed to beneficially own 2,126,905 shares of Class A Common Stock, by reason
of GS Master's direct ownership of 2,126,905 shares of Series E Preferred Stock.
GS PEP 2004 and its general partner, GS PEP 2004 Advisors, may be deemed to
beneficially own 85,964 shares of Class A Common Stock, by reason of GS PEP
2004's direct ownership of 85,964 shares of Series E Preferred Stock. GS PEP
2004 Offshore and its general partner, GS PEP 2004 Offshore Advisors, may be
deemed to beneficially own 559,254 shares of Class A Common Stock, by reason of
GS PEP 2004 Offshore's direct ownership of 559,254 shares of Series E Preferred
Stock. GS PEP 2004 Direct and its general partner, GS PEP 2004 Direct Advisors,
may be deemed to beneficially own 386,284 shares of Class A Common Stock, by
reason of GS PEP 2004 Direct's direct ownership of 386,284 shares of Series E
Preferred Stock. GS PEP 2004 Employee and its general partner, GS PEP 2004
Employee Funds, may be deemed to beneficially own 134,964 shares of Class A
Common stock, by reason of GS PEP 2004 Employee's direct ownership of 134,964
shares of Series E Preferred Stock. GS PEP 2002 Direct and its general partner,
GS PEP 2002 Direct LLC, may be deemed to beneficially own 91,177 shares of Class
A Common Stock, by reason of GS PEP 2002 Direct's direct ownership of 91,177
shares of Series E Preferred Stock. Multi-Strategy LP and its general partner,
Multi-Strategy Advisors, may be deemed to beneficially own 160,291 shares of
Class A Common Stock, by reason of Multi-Strategy LP's direct ownership of
160,291 shares of Series E Preferred Stock.