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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
 |
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
GLOBUS MEDICAL INC
[ GMED ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
08/08/2012
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
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)
|
| Code |
V |
Amount |
(A) or (D) |
Price |
| Class A Common Stock |
08/08/2012 |
|
C |
|
7,089,681 |
A |
|
7,643,526 |
I |
See footnotes
|
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)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Series E Preferred Stock |
|
08/08/2012 |
|
C |
|
|
7,089,681 |
|
|
Class B Common Stock |
7,089,681 |
|
0 |
I |
See footnotes
|
| Class B Common Stock |
|
08/08/2012 |
|
C |
|
|
7,089,681 |
|
|
Class A Common Stock |
7,089,681 |
|
0 |
I |
See footnotes
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
|
|
|
|
|
| Remarks: |
|
|
Kevin P. Treanor, Attorney-in-fact |
08/10/2012 |
|
Kevin P. Treanor, Attorney-in-fact |
08/10/2012 |
|
Kevin P. Treanor, Attorney-in-fact |
08/10/2012 |
|
Kevin P. Treanor, Attorney-in-fact |
08/10/2012 |
|
Kevin P. Treanor, Attorney-in-fact |
08/10/2012 |
|
Kevin P. Treanor, Attorney-in-fact |
08/10/2012 |
|
Kevin P. Treanor, Attorney-in-fact |
08/10/2012 |
|
Kevin P. Treanor, Attorney-in-fact |
08/10/2012 |
|
Kevin P. Treanor, Attorney-in-fact |
08/10/2012 |
|
** 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). |
| 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. |
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. Upon the closing of the initial public offering (the "IPO") of shares of
Class A common stock, par value $0.001 per share (the "Class A Common
Stock"), of Globus Medical, Inc. (the "Company") on August 8, 2012, each
share of Series E preferred stock, par value $0.001 per share (the "Series E
Preferred Stock"), of the Company automatically converted into one share of
Class B common stock, par value $0.001 per share (the "Class B Common
Stock"), of the Company as described in the final prospectus filed with the
Securities and Exchange Commission on August 3, 2012 (the "Final
Prospectus"). Immediately thereafter, each share of Class B Common Stock
automatically converted into one share of Class A Common Stock, as described
in the Final Prospectus.
4. GS Group and Goldman Sachs may each be deemed to beneficially own
indirectly 7,643,526 shares of Class A Common Stock, of the Company, by
reason of the direct beneficial ownership by the Investing Entities of such
shares.
5. GS Direct owns directly 3,821,765 shares of Class A Common Stock. GSIP
Master owns directly 2,293,058 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. GS PEP 2004
owns directly 85,964
shares of Class A Common Stock, which may be deemed to be beneficially owned
indirectly by GS PEP 2004's general partner, GS PEP 2004 Advisors. GS PEP
2004 Offshore owns directly 559,254 shares of Class A Common Stock, which may
be deemed to be beneficially owned indirectly by GS PEP 2004 Offshore's
general partner, GS PEP 2004 Offshore Advisors. GS PEP 2004 Direct owns
directly 386,284 shares of Class A Common Stock, which may be deemed to be
beneficially owned indirectly by GS PEP 2004 Direct's general partner, GS PEP
2004 Direct Advisors. GS PEP 2004 Employee owns directly 134,964 shares of
Class A Common Stock, which may be deemed to be beneficially owned indirectly
by GS PEP 2004 Employee's general partner, GS PEP 2004 Employee Funds. GS
PEP 2002 Direct owns directly 91,177 shares of Class A Common Stock, which
may be deemed to be beneficially owned indirectly by GS PEP 2002 Direct's
general partner, GS PEP 2002 Direct LLC. Multi-Strategy LP owns directly
160,291 shares of Class A Common Stock, which may be deemed to be
beneficially owned indirectly by Multi-Strategy LP's general partner,
Multi-Strategy Advisors.
