Michael Farrington - Sep 1, 2023 Form 4 Insider Report for NUVASIVE INC (NUVA)

Role
SVP, People and Culture
Signature
/s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Michael Farrington
Stock symbol
NUVA
Transactions as of
Sep 1, 2023
Transactions value $
$0
Form type
4
Date filed
9/5/2023, 05:31 PM
Previous filing
Mar 3, 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 -3.12K -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 -1.95K -100% $0.00* 0 Sep 1, 2023 Common Stock 1.95K Direct F2, F3
transaction NUVA Restricted Stock Unit Disposed to Issuer $0 -3.22K -100% $0.00* 0 Sep 1, 2023 Common Stock 3.22K Direct F2, F3
transaction NUVA Restricted Stock Unit Disposed to Issuer $0 -3.67K -100% $0.00* 0 Sep 1, 2023 Common Stock 3.67K Direct F2, F3
transaction NUVA Restricted Stock Unit Disposed to Issuer $0 -16.4K -100% $0.00* 0 Sep 1, 2023 Common Stock 16.4K Direct F2, F3
transaction NUVA Performance Restricted Stock Unit Disposed to Issuer $0 -1.95K -100% $0.00* 0 Sep 1, 2023 Common Stock 1.95K Direct F2, F4
transaction NUVA Performance Restricted Stock Unit Disposed to Issuer $0 -3.67K -100% $0.00* 0 Sep 1, 2023 Common Stock 3.67K Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Farrington 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.
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.