457985208 | ||
(CUSIP Number) | ||
December 31, 2012 | ||
(Date of Event Which Requires Filing of this Statement) |
CUSIP No. 457985208 | 13G |
1 | NAME OF REPORTING PERSON: Richard E. Caruso, Ph.D. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ý (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||
NUMBER OF SHARES | 5 | SOLE VOTING POWER 93,901 shares* | |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 6,623,543* | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 93,901* | |
WITH: | 8 | SHARED DISPOSITIVE POWER 6,623,543* | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,717,444 shares* | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 24.84%* | ||
12 | TYPE OF REPORTING PERSON (See Instructions) IN |
*Includes 55,830 shares of common stock that may be acquired upon exercise of options as of or within 60 days of February 1, 2013. Dr. Caruso disclaims beneficial ownership of the shares owned by Tru St Partnership LP, Provco Leasing Corporation and The Uncommon Individual Foundation as described in this Schedule 13G (Amendment No. 10) except to the extent of his pecuniary interest therein. |
CUSIP No. 457985208 | 13G |
1 | NAME OF REPORTING PERSON: Tru St Partnership LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ý (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania | ||
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 | |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 5,991,205 shares | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | |
WITH: | 8 | SHARED DISPOSITIVE POWER 5,991,205 shares | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,991,205 shares | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.15% | ||
12 | TYPE OF REPORTING PERSON (See Instructions) PN |
CUSIP No. 457985208 | 13G |
1 | NAME OF REPORTING PERSON: Provco Leasing Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ý (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES | 5 | SOLE VOTING POWER 23,338 | |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 5,991,205 shares | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 23,338 | |
WITH: | 8 | SHARED DISPOSITIVE POWER 5,991,205 shares | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,014,543 shares | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 22.24% | ||
12 | TYPE OF REPORTING PERSON (See Instructions) CO |
CUSIP No. 457985208 | 13G |
1 | NAME OF REPORTING PERSON: The Uncommon Individual Foundation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only): | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ý (b) ¨ | ||
3 | SEC USE ONLY | ||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania | ||
NUMBER OF SHARES | 5 | SOLE VOTING POWER 0 | |
BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 609,000 shares* | |
EACH REPORTING PERSON | 7 | SOLE DISPOSITIVE POWER 0 | |
WITH: | 8 | SHARED DISPOSITIVE POWER 609,000 shares* | |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 609,000 shares | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.25% | ||
12 | TYPE OF REPORTING PERSON (See Instructions) CO |
Item 1. | |||||
(a) | Name of Issuer: Integra LifeSciences Holdings Corporation | ||||
(b) | Address of Issuer's Principal Executive Offices: 311 Enterprise Drive, Plainsboro, New Jersey 08536 | ||||
Item 2. | |||||
(a) | Name of Person Filing: See (c) below. | ||||
(b) | Address of Principal Business Office or, if none, Residence: See (c) below. | ||||
(c) | Citizenship: | ||||
Richard E. Caruso Ph.D. 795 East Lancaster Ave., Suite 200 Villanova, Pennsylvania 19085 United States citizen | |||||
Tru St Partnership LP 795 East Lancaster Avenue, Suite 200 Villanova, Pennsylvania 19085 Pennsylvania limited partnership | |||||
Provco Leasing Corporation 1105 N. Market Street, Suite 602 Wilmington, Delaware 19810 Delaware corporation | |||||
The Uncommon Individual Foundation 795 East Lancaster Ave, Suite 204 Villanova, Pennsylvania 19085 Pennsylvania corporation | |||||
(d) | Title of Class of Securities: common stock, $.01 par value. | ||||
(e) | CUSIP Number: 457985208 | ||||
Item 3. | Not applicable. | ||||
Item 4. | Ownership: Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
(a) | Amount beneficially owned: As of December 31, 2012, Dr. Caruso may be deemed the beneficial owner of 6,717,444 shares of common stock. He individually holds 38,071 shares and holds options to purchase 55,830 shares of common stock that are exercisable within 60 days of February 1, 2013. Tru St Partnership LP (“Tru St”) may be deemed the beneficial owner of 5,991,205 shares of common stock. Dr. Caruso is the president and sole director of Provco Leasing Corporation (‘Provco Leasing”). Provco Leasing is the corporate general partner of Tru St. Provco Leasing is also the beneficial owner of 23,338 shares of common stock. The Uncommon Individual Foundation is the beneficial owner of 609,000 shares of common stock as of December 31, 2012. Dr. Caruso is the founder and chief executive officer of The Uncommon Individual Foundation. Dr. Caruso disclaims beneficial ownership of shares held by Tru St, Provco Leasing and The Uncommon Individual Foundation except to the extent of his pecuniary interest therein. On January 15, 2013, after the reporting period for this Schedule 13G (Amendment No. 10), the Uncommon Individual Foundation transferred 510,854 shares of common stock to Credit Suisse pursuant to a variable forward purchase contract. | ||||
(b) | Percent of Class: Based on 27,045,530 shares of the Issuer’s common stock outstanding as of October 22, 2012 as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2012: Dr. Caruso may be deemed the beneficial owner of 24.84% of the Issuer’s common stock; Tru St may be deemed the beneficial owner of 22.15% of the Issuer’s common stock; Provco Leasing may be deemed the beneficial owner of 22.24% of the Issuer’s common stock and The Uncommon Individual Foundation may be deemed the beneficial owner of 2.25% of the Issuer’s common stock as of December 31, 2012. On January 15, 2013, after the reporting period for this Schedule 13G (Amendment No. 10), the Uncommon Individual Foundation transferred 510,854 shares of common stock to Credit Suisse pursuant to a variable forward purchase contract. | ||||
(c) | The Reporting Persons have the power to vote or dispose of the number of shares as follows: | ||||
(i) | Sole power to vote or direct the vote. Dr. Caruso may be deemed to have sole power to vote or direct the vote of 93,901 shares of common stock based on his ownership of 38,071 shares and options to purchase 55,830 shares of common stock that are exercisable within 60 days of February 1, 2013. | ||||
(ii) | Shared power to vote or direct the vote. As of December 31, 2012, Dr. Caruso, Tru St, Provco Leasing and The Uncommon Individual Foundation may be deemed to share the power to vote or direct the vote with respect to 6,623,543 shares of common stock. Dr. Caruso and Tru St may be deemed to share the power to vote or direct the vote with respect to 5,991,205 shares of common stock. Dr. Caruso and Provco Leasing may be deemed to share the power to vote or direct the vote with respect to 6,014,543 shares of common stock. Dr. Caruso and The Uncommon Individual Foundation may be deemed to share the power to vote or direct the vote with respect to 609,000 shares of common stock as of December 31, 2012. On January 15, 2013, after the reporting period for this Schedule 13G (Amendment No. 10), the Uncommon Individual Foundation transferred 510,854 shares of common stock to Credit Suisse pursuant to a variable forward purchase contract. |
(iii) | Sole power to dispose or direct the disposition. Dr. Caruso has sole power to dispose or control the disposition of 93,901 shares of common stock based on his ownership of 38,071 shares and options to purchase 55,830 shares of common stock that are exercisable within 60 days of February 1, 2013. | ||||
(iv) | Shared power to dispose or direct the disposition. As of December 31, 2012, Dr. Caruso, Tru St, Provco Leasing and The Uncommon Individual Foundation may be deemed to have shared power to dispose of or shared power to direct the disposition of 6,623,543 shares of common stock. Dr. Caruso and Tru St may be deemed to have shared power to dispose of or shared power to direct the disposition of 5,991,205 shares of common stock. Dr. Caruso and Provco Leasing may be deemed to have shared power to dispose of or shared power to direct the disposition of 6,014,543 shares of common stock. Dr. Caruso and The Uncommon Individual Foundation may be deemed to have shared power to dispose of or direct the disposition of 609,000 shares of common stock as of December 31, 2012. On January 15, 2013, after the reporting period for this Schedule 13G (Amendment No. 10), the Uncommon Individual Foundation transferred 510,854 shares of common stock to Credit Suisse pursuant to a variable forward purchase contract. | ||||
Item 5. | Ownership of Five Percent or less of a Class: Not applicable. | ||||
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person: Not applicable. | ||||
Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Reported on by the Parent Holding Company: Not applicable. | ||||
Item 8 | Identification and Classification of Members of the Group: Exhibit A attached hereto identifies each member of the group filing this Schedule 13G/A pursuant to Rule 13d-1(c). | ||||
Item 9 | Notice of Dissolution of Group: Not applicable | ||||
Item 10. | Certification: Not applicable. |
Date: January 31, 2013 | By: /s/Richard E. Caruso Richard E. Caruso, Ph.D. |
TRU ST PARTNERSHIP LP By: /s/Richard E. Caruso Its: President | |
PROVCO LEASING CORPORATION By: /s/Richard E. Caruso Its: President | |
THE UNCOMMON INDIVIDUAL FOUNDATION By /s/Richard E. Caruso Its: President |
Exhibit | Title | Page No. |
Exhibit A | Group Members | 12 |
Exhibit B | Joint Filing Agreement | 13 |
TRU ST PARTNERSHIP LP By: /s/Richard E. Caruso Its: President | By: /s/Richard E. Caruso Richard E. Caruso, Ph.D. |
PROVCO LEASING CORPORATION By: /s/Richard E. Caruso Its: President | |
THE UNCOMMON INDIVIDUAL FOUNDATION By: /s/Richard E. Caruso Its: President |