Filing Details
- Accession Number:
- 0000921895-25-000640
- Form Type:
- 13D Filing
- Publication Date:
- 2025-02-26 19:00:00
- Filed By:
- Engine Capital, L.P.
- Company:
- Orthofix Medical Inc. (NASDAQ:OFIX)
- Filing Date:
- 2025-02-27
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Engine Capital, L.P. | 3,015,343 | 0 | 3,015,343 | 0 | 3,015,343 | 7.7% |
| Engine Jet Capital, L.P. | 303,318 | 0 | 303,318 | 0 | 303,318 | 0.8% |
| Engine Lift Capital, LP | 309,566 | 0 | 309,566 | 0 | 309,566 | 0.8% |
| Engine Capital Management, LP | 3,628,227 | 0 | 3,628,227 | 0 | 3,628,227 | 9.3% |
| Engine Capital Management GP, LLC | 3,628,227 | 0 | 3,628,227 | 0 | 3,628,227 | 9.3% |
| Engine Investments, LLC | 3,318,661 | 0 | 3,318,661 | 0 | 3,318,661 | 8.5% |
| Engine Investments II, LLC | 309,566 | 0 | 309,566 | 0 | 309,566 | 0.8% |
| Ajdler Arnaud | 3,628,227 | 0 | 3,628,227 | 0 | 3,628,227 | 9.3% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Orthofix Medical Inc. (Name of Issuer) |
Common Stock, $0.10 par value per share (Title of Class of Securities) |
68752M108 (CUSIP Number) |
ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 68752M108 |
| 1 |
Name of reporting person
Engine Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,015,343.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 68752M108 |
| 1 |
Name of reporting person
Engine Jet Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
303,318.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 68752M108 |
| 1 |
Name of reporting person
Engine Lift Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
309,566.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 68752M108 |
| 1 |
Name of reporting person
Engine Capital Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,628,227.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 68752M108 |
| 1 |
Name of reporting person
Engine Capital Management GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,628,227.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68752M108 |
| 1 |
Name of reporting person
Engine Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,318,661.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68752M108 |
| 1 |
Name of reporting person
Engine Investments II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
309,566.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68752M108 |
| 1 |
Name of reporting person
Ajdler Arnaud | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BELGIUM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,628,227.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.10 par value per share |
| (b) | Name of Issuer:
Orthofix Medical Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
3451 PLANO PARKWAY, LEWISVILLE,
TEXAS
, 75056. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated as follows:
The Shares purchased by each of Engine Capital, Engine Jet and Engine Lift were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 3,015,343 Shares beneficially owned by Engine Capital is approximately $37,024,111, including brokerage commissions. The aggregate purchase price of the 303,318 Shares beneficially owned by Engine Jet is approximately $3,569,845, including brokerage commissions. The aggregate purchase price of the 309,566 Shares beneficially owned by Engine Lift is approximately $3,705,602, including brokerage commissions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 39,022,492 Shares outstanding as of February 21, 2025, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2025.
A. Engine Capital
As of the date hereof, Engine Capital directly owned 3,015,343 Shares. Percentage: Approximately 7.7%
B. Engine Jet
As of the date hereof, Engine Jet directly owned 303,318 Shares. Percentage: 0.8%
C. Engine Lift
As of the date hereof, Engine Lift directly owned 309,566 Shares. Percentage: 0.8%
D. Engine Management
Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Lift, may be deemed to beneficially own the 3,628,227 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.3%
E. Engine GP
Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 3,628,227 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.3%
F. Engine Investments
Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 3,318,661 Shares owned in the aggregate by Engine Capital and Engine Jet. Percentage: Approximately 8.5%
G. Engine Investments II
Engine Investments II, as the general partner of Engine Lift, may be deemed to beneficially own the 309,566 Shares owned by Engine Lift. Percentage: 0.8%
H. Arnaud Ajdler
Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments and Engine Investments II, may be deemed to beneficially own the 3,628,227 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 9.3%
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
| (b) | Item 5(b) is hereby amended and restated as follows:
A. Engine Capital
1. Sole power to vote or direct vote: 3,015,343
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,015,343
4. Shared power to dispose or direct the disposition: 0
B. Engine Jet
1. Sole power to vote or direct vote: 303,318
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 303,318
4. Shared power to dispose or direct the disposition: 0
C. Engine Lift
1. Sole power to vote or direct vote: 309,566
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 309,566
4. Shared power to dispose or direct the disposition: 0
D. Engine Management
1. Sole power to vote or direct vote: 3,628,227
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,628,227
4. Shared power to dispose or direct the disposition: 0
E. Engine GP
1. Sole power to vote or direct vote: 3,628,227
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,628,227
4. Shared power to dispose or direct the disposition: 0
F. Engine Investments
1. Sole power to vote or direct vote: 3,318,661
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,318,661
4. Shared power to dispose or direct the disposition: 0
G. Engine Investments II
1. Sole power to vote or direct vote: 309,566
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 309,566
4. Shared power to dispose or direct the disposition: 0
H. Arnaud Ajdler
1. Sole power to vote or direct vote: 3,628,227
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,628,227
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Item 5(c) is hereby amended and restated as follows:
The transactions in the Shares during the past 60 days by certain of the Reporting Persons are set forth on Exhibit 1 attached hereto and are incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
1 - Transactions in Securities |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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