SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Norwalk Leslie V

(Last) (First) (Middle)
2560 GENERAL ARMISTEAD AVE

(Street)
AUDUBON PA 19403

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GLOBUS MEDICAL INC [ GMED ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/01/2023 A 2,321 A (1) 2,321 D
Class A Common Stock 09/01/2023 A 25,688 A (2) 28,009 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy Class A Common Stock) $54.23 09/01/2023 A 15,000 (3) 09/01/2033 Class A Common Stock 15,000 $0.00 15,000 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023 (the "Merger Agreement"), by and among the Issuer, NuVasive, Inc. ("NuVasive") and Zebra Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into NuVasive (the "Merger"), with NuVasive continuing as a wholly owned subsidiary of the Issuer. At the effective time of the Merger (the "Effective Time"), each share of common stock of NuVasive owned by the Reporting Person was automatically converted into 0.75 shares of Class A common stock of Issuer, par value $0.001 per share ("Class A Common Stock"), and cash in lieu of fractional shares.
2. Pursuant to the Merger Agreement, at the Effective Time of the Merger, each NuVasive restricted stock unit award was accelerated, cancelled and converted automatically into the right to receive 0.75 shares of Class A Common Stock, and cash in lieu of fractional shares, in respect of each share of NuVasive common stock underlying such award.
3. These options were granted on September 1, 2023, and vest over a four-year period with one-fourth (1/4) of the options granted vesting on September 1, 2024, the first anniversary of the vesting commencement date, and the balance of the options granted vesting ratably on a monthly basis over the following 36 months.
Remarks:
/s/ Kelly G. Huller, Attorney-in-Fact 09/06/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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