James Christopher Barry - Sep 1, 2023 Form 4 Insider Report for NUVASIVE INC (NUVA)

Signature
/s/ Nathaniel B. Sisitsky, Attorney-in-Fact for James Christopher Barry
Stock symbol
NUVA
Transactions as of
Sep 1, 2023
Transactions value $
$0
Form type
4
Date filed
9/5/2023, 04:30 PM
Previous filing
Mar 3, 2023
Next filing
Oct 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NUVA Common Stock, par value $0.001 per share Disposed to Issuer -73K -100% 0 Sep 1, 2023 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NUVA Restricted Stock Unit Disposed to Issuer $0 -38.2K -100% $0.00* 0 Sep 1, 2023 Common Stock 38.2K Direct F2, F3
transaction NUVA Restricted Stock Unit Disposed to Issuer $0 -45.9K -100% $0.00* 0 Sep 1, 2023 Common Stock 45.9K Direct F2, F3
transaction NUVA Restricted Stock Unit Disposed to Issuer $0 -121K -100% $0.00* 0 Sep 1, 2023 Common Stock 121K Direct F2, F3
transaction NUVA Performance Restricted Stock Unit Disposed to Issuer $0 -38.2K -100% $0.00* 0 Sep 1, 2023 Common Stock 38.2K Direct F2, F4
transaction NUVA Performance Restricted Stock Unit Disposed to Issuer $0 -45.9K -100% $0.00* 0 Sep 1, 2023 Common Stock 45.9K Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James Christopher Barry is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023 (the "Merger Agreement"), by and among the Issuer, Globus Medical, Inc. ("Globus") and Zebra Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Globus. At the effective time of the merger (the "Effective Time"), each share of the Issuer's common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive 0.75 shares of Class A common stock of Globus ("Globus Class A Common Stock"), par value $0.001 per share (the "Exchange Ratio" and such shares, the "Merger Consideration"), and cash in lieu of fractional shares.
F2 Represented a contingent right to receive one share of the Issuer's common stock upon vesting.
F3 Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award was converted into a Globus restricted stock unit award, with the number of shares of Globus Class A Common Stock subject to such assumed award determined based on the Exchange Ratio. Each converted Globus restricted stock unit award is subject to the same terms and conditions (including service-based vesting conditions) as applied to the corresponding Issuer restricted stock unit award as of immediately prior to the Effective Time.
F4 Pursuant to the Merger Agreement, at the Effective Time, each performance restricted stock unit award was converted into a Globus restricted stock unit award, with the number of shares of Globus Class A Common Stock subject to such assumed award determined based on the Exchange Ratio and with applicable performance conditions deemed to be achieved at 100% of the target performance level. Each converted Globus restricted stock unit award is subject to the same terms and conditions (including service-based vesting conditions but excluding performance-based vesting conditions) as applied to the corresponding Issuer performance restricted stock unit award subject to such award as of immediately prior to the Effective Time.