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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 | ||||||||
| Warrant (right to buy) | $ 0.01 | 04/01/2019 | A(4) | 765,992 | 04/01/2019 | 04/01/2029 | Common Stock | 765,992 | $ 0 | 765,992 | I | See Footnotes (1) (3) | |||
| Warrant (right to buy) | $ 0.01 | 04/01/2019 | A(4) | 434,008 | 04/01/2019 | 04/01/2029 | Common Stock | 434,008 | $ 0 | 434,008 | I | See Footnotes (2) (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| Orbimed ROF II LLC 601 LEXINGTON AVE., 54TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| /s/ Sven H. Borho, Member of OrbiMed Advisors LLC | 04/03/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Sven H. Borho, Member of OrbiMed ROF II LLC | 04/03/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Carl L. Gordon, Member of OrbiMed Advisors LLC | 04/03/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Carl L. Gordon, Member of OrbiMed ROF II LLC | 04/03/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Jonathan T. Silverstein, Member of OrbiMed Advisors LLC | 04/03/2019 | |
| **Signature of Reporting Person | Date | |
| /s/ Jonathan T. Silverstein, Member of OrbiMed ROF II LLC | 04/03/2019 | |
| **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) | These securities are held of record by ROS Acquisition Offshore LP ("ROS Acquisition"). OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the investment manager of ROS Acquisition. Advisors is also the investment manager of Royalty Opportunities S.a r.l., of which ROS Acquisition is a wholly-owned subsidiary. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ROS Acquisition noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ROS Acquisition. |
| (2) | These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the sole general partner of ORO II, and Advisors is the sole managing member of ROF II. By virtue of such relationships, ROF II and Advisors may be deemed to have voting and investment power with respect to the securities held by ORO II noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ORO II. |
| (3) | This report on Form 4 is jointly filed by Advisors and ROF II. Each of ROS Acquisition, ORO II and the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The reporting persons have designated two representatives, currently Matthew Rizzo and Michael Eggenberg, both of whom are employees of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or the reporting person is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. |
| (4) | This warrant was acquired from Xtant Medical Holdings, Inc. in connection with and as a condition to the effectiveness of that certain Second Amended and Restated Credit Agreement, effective as of March 29, 2019. |