Pawel Lewicki - Jan 26, 2022 Form 4 Insider Report for SURGALIGN HOLDINGS, INC. (SRGA)

Role
Director, 10%+ Owner
Signature
By Jessica Rumschlag as attorney in fact
Stock symbol
SRGA
Transactions as of
Jan 26, 2022
Transactions value $
$3,403,537
Form type
4
Date filed
1/28/2022, 02:18 PM
Previous filing
Jan 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SRGA Common Stock Award $3.4M +4.97M +238.59% $0.68 7.06M Jan 26, 2022 Direct F1
holding SRGA Common Stock 6.25M Jan 26, 2022 Roboticine, Inc F2
holding SRGA Common Stock 3.41M Jan 26, 2022 By Neva, LLC F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 26, 2022, the reporting person became entitled to receive 4,973,750 shares of common stock of Surgalign Holdings, Inc. (the "Company") pursuant to an "earn-out" provision in the stock purchase agreement pursuant to which the Company acquired the outstanding equity interests of Holo Surgical Inc. on October 23, 2020. The agreement provided that the reporting person would receive additional shares of common stock of the Company, for no additional consideration, based on the achievement of certain milestones. The first milestone was satisfied, as a result of which the reporting person became entitled to receive the additional shares. The number of shares issuable pursuant to the earn-out right was determined on January 26, 2022, pursuant to a formula set forth in the stock purchase agreement. The right to receive additional shares became fixed and irrevocable on October 23, 2020, the date of the acquisition of Holo Surgical Inc. by the Company.
F2 These shares of common stock are held by Roboticine, Inc, in which the reporting person indirectly holds a majority of the outstanding ownership interests. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F3 These shares of common stock are held by Neva, LLC, in which the reporting person holds all of the outstanding ownership interests.