Leslie V. Norwalk - Jun 9, 2023 Form 4 Insider Report for NUVASIVE INC (NUVA)

Role
Director
Signature
/s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Leslie V. Norwalk
Stock symbol
NUVA
Transactions as of
Jun 9, 2023
Transactions value $
$0
Form type
4
Date filed
6/12/2023, 05:56 PM
Previous filing
May 19, 2023
Next filing
Jun 20, 2023

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 RSUs Award $0 +4.82K $0.00 4.82K Jun 9, 2023 Common Stock 4.82K $0.00 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Restricted Stock Unit ("RSU") represents the right to receive one share of the Issuer's common stock upon vesting.
F2 Award of RSUs pursuant to Issuer's Board of Director's compensation policies granted under Issuer's 2014 Equity Incentive Plan. The grant will vest in full on the first to occur of (1) Issuer's 2024 Annual Meeting of Stockholders, or (2) the one-year anniversary of the date of grant. Settlement of this award has been deferred until the Reporting Person's separation from service with the Issuer's Board of Directors.
F3 On February 8, 2023, Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Globus Medical, Inc. ("Globus Medical") and Zebra Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Globus Medical. The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Globus Medical. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each RSU outstanding immediately prior to the Effective Time held by the Reporting Person will fully vest and be cancelled and converted automatically into the right to receive (without interest) 0.75 fully paid and non-assessable shares of Class A common stock of Globus Medical (and cash in lieu of any fractional shares) in respect of each share of Issuer's common stock underlying such RSU.