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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
GLOBUS MEDICAL INC [ GMED ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/20/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/12/2014 | C | 500,000 | A | (1) | 500,000 | D | |||
Class A Common Stock | 03/12/2014 | G | 500,000 | D | $0.00 | 0 | D | |||
Class A Common Stock | 04/15/2014 | C | 3,000,000 | A | (2) | 3,000,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy Class A Common Stock) | $24.1 | 01/20/2015 | A | 125,000 | (3) | 01/20/2025 | Class A Common Stock | 125,000 | $0.00 | 125,000 | D | ||||
Stock Option (Right to Buy Class A Common Stock) | $4.88 | (4) | 08/06/2019 | Class A Common Stock | 18,461 | 18,461 | D | ||||||||
Stock Option (Right to Buy Class A Common Stock) | $11.87 | (5) | 06/16/2020 | Class A Common Stock | 18,461 | 18,461 | D | ||||||||
Stock Option (Right to Buy Class A Common Stock) | $10.66 | (6) | 10/27/2021 | Class A Common Stock | 18,461 | 18,461 | D | ||||||||
Stock Option (Right to Buy Class A Common Stock) | $15.34 | (7) | 08/29/2022 | Class A Common Stock | 15,000 | 15,000 | D | ||||||||
Stock Option (Right to Buy Class A Common Stock) | $13.04 | (8) | 01/24/2023 | Class A Common Stock | 48,000 | 48,000 | D | ||||||||
Stock Option (Right to Buy Class A Common Stock) | $23.95 | (9) | 01/23/2024 | Class A Common Stock | 60,000 | 60,000 | D | ||||||||
Class B Common Stock(10) | (1) | 03/12/2014 | C | 500,000(1) | (1) | (1) | Class A Common Stock | 500,000 | $0.00 | 24,444,283 | D | ||||
Class B Common Stock(10) | (2) | 04/15/2014 | C | 3,000,000(2) | (2) | (2) | Class A Common Stock | 3,000,000 | $0.00 | 21,444,283 | D | ||||
Class B Common Stock(10) | (10) | (10) | (10) | Class A Common Stock | 1,562,573 | 1,562,573 | I | By Paul Family Irrevocable Trust U/A 4/6/10(11) | |||||||
Class B Common Stock(10) | (10) | (10) | (10) | Class A Common Stock | 435,350 | 435,350 | I | By David C. Paul Trust(12) | |||||||
Class B Common Stock(10) | (10) | (10) | (10) | Class A Common Stock | 435,350 | 435,350 | I | By Sonali Paul Trust(13) |
Explanation of Responses: |
1. The Company's Class B Common Stock converted into the Company's Class A Common Stock on a one-for-one basis upon the reporting person's gift of the shares and has no expiration date. |
2. The Company's Class B Common Stock converted into the Company's Class A Common Stock on a one-for-one basis at the election of the reporting person and has no expiration date. |
3. These options were granted on January 20, 2015, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2016, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. |
4. These options were granted on August 6, 2009, and vested over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2010, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. |
5. These options were granted on June 16, 2010, and vested over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2011, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. |
6. These options were granted on October 27, 2011, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2012, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. |
7. These options were granted on August 29, 2012, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2013, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. |
8. These options were granted on January 24, 2013, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2014, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. |
9. These options were granted on January 23, 2014, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on January 1, 2015, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months. |
10. From the date of acquisition, the Company's Class B Common Stock converts into the Company's Class A Common Stock on a one-for-one basis (i) at the option of the holder, (ii) upon certain transfers, (iii) upon the closing of the Company's initial public offering if at that time the Company's Class B Common Stock that the holder beneficially owns is less than 10% of the aggregate number of all outstanding shares of the Company's common stock, and (iv) immediately if, at any time following the initial public offering of the Company's common stock, the Company's Class B Common Stock that the holder beneficially owns represents less than 5% of all outstanding shares of the Company's common stock. |
11. These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is trustee of the trust. |
12. These shares are held in a trust for the benefit of a child of the reporting person. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
13. These shares are held in a trust for the benefit of a child of the reporting person. The reporting person is trustee of the trust. |
Remarks: |
/s/ David P. Creekman, Attorney-in-Fact | 01/22/2015 | |
** 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. |