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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
| 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. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | Â (1) | Â (1) | Common Stock | 11,389,521 (2) | $ 4.39 (3) (4) | D (5) | Â |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WSHP Biologics Holdings, LLC 333 WEST WACKER DRIVE, SUITE 2800 CHICAGO, IL 60606 |
 |  X |  |  |
| WATER STREET HEALTHCARE PARTNERS II LP 333 WEST WACKER DRIVE, SUITE 2800 CHICAGO, IL 60606 |
 |  X |  |  |
| WATER STREET HEALTHCARE MANAGEMENT II, LP 333 WEST WACKER DRIVE, SUITE 2800 CHICAGO, IL 60606 |
 |  X |  |  |
| WATER STREET HEALTHCARE PARTNERS, LLC 333 WEST WACKER DRIVE, SUITE 2800 CHICAGO, IL 60606 |
 |  X |  |  |
| WSHP BIOLOGICS HOLDINGS, LLC , By: /s/ Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory | 07/24/2013 | |
| **Signature of Reporting Person | Date | |
| WATER STREET HEALTHCARE PARTNERS II, L.P., By: Water Street Healthcare Management II, L.P., Its: General Partner, By: Water Street Healthcare Partners, LLC , Its: General Partner., By: /s/Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory | 07/24/2013 | |
| **Signature of Reporting Person | Date | |
| WATER STREET HEALTHCARE MANAGEMENT II, L.P., By: Water Street Healthcare Partners, LLC, Its: General Partner, By: /s/Jeffery Holway, Name: Jeffrey Holway, Its: Authorized Signatory | 07/24/2013 | |
| **Signature of Reporting Person | Date | |
| WATER STREET HEALTHCARE PARTNERS, LLC, By:/s/Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory | 07/24/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | The Series A Preferred Stock is convertible into Common Stock after the satisfaction of specified conditions, including a vote of the shareholders to approve the transaction. The Series A Preferred Stock is subject to the terms and conditions of that certain Investment Agreement by and between RTI Surgical, Inc. (the "Company") and WSHP Biologics Holdings, LLC, dated as of June 12, 2013, and that certain Certificate of Designation governing the Series A Preferred Stock, dated as of July 16, 2013 (the "Certificate"). |
| (2) | WSHP Biologics Holdings, LLC is the direct owner of 50,000 shares of Series A Preferred Stock, which are convertible at the current conversion price of $4.39 into approximately 11,389,521 shares of Common Stock. |
| (3) | The conversion price of shares of Series A Preferred Stock is initially set at $4.39 per share. Pursuant to the Certificate, if at any time after the date of issuance of the Series A Preferred Stock, the Company issues or sells, or in accordance with the Certificate is deemed to have issued or sold, any shares of Common Stock, without consideration or for consideration per share less than the conversion price in effect for the Series A Preferred Stock immediately prior to such deemed or actual issuance or sale, then immediately upon such deemed or actual issuance or sale, the conversion price will be reduced (and in no event increased) to a conversion price equal to the quotient determined by dividing: (i) the sum of (1) the product derived by multiplying the conversion price in effect immediately prior to such deemed or actual issuance or sale by the number of shares of Common Stock deemed outstanding |
| (4) | immediately prior to such deemed or actual issuance or sale, plus (2) the aggregate consideration, if any, received by the Company upon such actual or deemed issuance or sale; by (ii) the sum of (1) the number of shares of Common Stock deemed outstanding immediately prior to such deemed or actual issuance or sale plus (2) the aggregate number of shares of Common Stock actually or deemed to be issued or sold by the Company in such issuance or sale. Pursuant to the Certificate, issuances of Common Stock upon conversion of the Series A Preferred Stock, upon exercise of any options outstanding on the Series A Preferred Stock issue date and a specified number of additional shares issuable upon exercise of options granted after the Series A Preferred issue date will be excluded from the anti-dilution protection. |
| (5) | The Series A Preferred Stock is held directly by WSHP Biologics Holdings, LLC. The managing member of WSHP Biologics Holdings, LLC is Water Street Healthcare Partners II, L.P., whose sole general partner is Water Street Healthcare Management II, L.P. The sole general partner of Water Street Healthcare Management II, L.P. is Water Street Healthcare Partners, LLC. Each of Water Street Healthcare Partners II, L.P., Water Street Healthcare Management II, L.P. and Water Street Healthcare Partners, LLC has disclaimed beneficial ownership of such shares of Series A Preferred Stock, except to the extent of its pecuniary interest therein. |