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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options (right to buy) | (2) | 06/16-04:00/2017 | P | 166,500 | 06/16-04:00/2017 | 06/16-04:00/2022 | Common Stock, par value $0.0001 per share | 166,500 | (3) | 166,500 | I | See footnotes (1) (5) | |||
8.00% Convertible Notes | (4) | 06/16-04:00/2017 | P | $ 3,700,000 (4) | (4) | 06/16-04:00/2022 | Common Stock, par value $0.0001 per share | (4) | (3) | $ 3,700,000 (4) | I | See footnotes (1) (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282 |
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GOLDMAN SACHS INTERNATIONAL PETERBOROUGH COURT 133 FLEET STREET LONDON EC4A 2BB |
/s/ Yvette Kosic, Attorney-in-fact | 06/20-04:00/2017 | |
**Signature of Reporting Person | Date | |
/s/ Yvette Kosic, Attorney-in-fact | 06/20-04:00/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman Sachs International ("GSI" and, together with GS Group, the "Reporting Persons"). GSI is a wholly-owned subsidiary of GS Group. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any. |
(2) | On June 16, 2017, GSI acquired 166,500 stock options ("Stock Options") which confers the right to subscribe for one share of Reva Medical, Inc. common stock at par value $0.0001 (the "Common Stock") at an exercise price of either: (i) $5.00, if the Stock Option is exercised before an IPO or a pre-IPO share sale with net proceeds to the issuer of greater than $25,000,000 ("Subsequent Financing"); or (ii) if the Stock Option is exercised after an IPO or Subsequent Financing has occurred, the greater of (A) the applicable Subsequent Financing Price or IPO Price (as the case may be), but in no event to exceed $7.212 and (B) $5.00. |
(3) | Consideration was paid jointly by the Reporting Persons for the 166,500 Stock Options and 37 8.00% Convertible Notes for total consideration of $3,700,000. |
(4) | On June 16, 2017, GSI acquired 37 convertible notes with a face value of $100,000 each (the "8.00% Convertible Notes") that are convertible at any time into shares of Common Stock. The conversion price for the 8.00% Convertible Notes will initially be $8.655 per share of common stock (or $0.8655 per CDI), subject to adjustment as further described in the Prospectus for Offering of Convertible Notes and Options dated April 24, 2017. The number of shares of Common Stock to be issued upon conversion of the 8.00% Convertible Notes is determined by dividing the face value of the 8.00% Convertible Note converted by the conversion price in effect on the conversion date. |
(5) | GS Group may be deemed to beneficially own indirectly, an aggregate face value of $3,700,000 of the 8.00% Convertible Notes and 166,500 Stock Options by reason of GSI's direct beneficial ownership of the 8.00% Convertible Notes and the Stock Options. |