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Filing Details

Accession Number:: 0000947871-18-000187
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-23 18:55:16
Reporting Period:: 2018-02-14

Accepted Time:: 2018-02-23 18:55:16
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1453593	Xtant Medical Holdings Inc.	XTNT	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue 54Th Floor New York NY 10022		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-02-14	5,126,534	$7.20	5,287,197	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2018-02-14	2,905,396	$7.20	2,973,996	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2018-02-14	603,687	$7.20	5,890,884	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2018-02-14	342,132	$7.20	3,316,128	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	See Footnotes
No	4	A	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Convertible Note	Acquisiton	2018-02-14	33,190,000	$46.56	33,190,000	$46.56
Common Stock	Convertible Note	Acquisiton	2018-02-14	18,810,000	$46.56	18,810,000	$46.56
Common Stock	Convertible Note	Acquisiton	2018-02-14	1,428,553	$34.80	1,428,553	$34.80
Common Stock	Convertible Note	Acquisiton	2018-02-14	809,614	$34.80	809,614	$34.80

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2021-07-15	No	4	D	Indirect
2021-07-15	No	4	D	Indirect
2021-07-15	No	4	D	Indirect
2021-07-15	No	4	D	Indirect

Footnotes

These securities are held of record by ROS Acquisition Offshore LP ("ROS Acquisition"). OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the investment manager of ROS Acquisition. Advisors is also the investment manager of Royalty Opportunities S.a r.l., of which ROS Acquisition is a wholly-owned subsidiary. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ROS Acquisition noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ROS Acquisition.
These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the sole general partner of ORO II, and Advisors is the sole managing member of ROF II. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ORO II noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ORO II.
Each of ROS Acquisition, ORO II and the reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or the reporting person is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by Advisors, is no longer subject to Section 16 with respect to securities of the Issuer.
These convertible notes (collectively, the "Notes") were convertible into shares of common stock ("Shares") of the Issuer at any time prior to the close of business on the second business day immediately preceding July 15, 2021. However, the Notes were not convertible to the extent that such conversion would result in the holder of each Note or any of its affiliates being deemed to beneficially own in excess of 9.99% of the then-outstanding Shares.
Gives effect to the 1:12 reverse stock split which occurred on February 14, 2018.
On February 14, 2018, the Notes, plus accrued and unpaid interest, were exchanged for newly-issued shares of Common Stock at an exchange rate of 138.8889 shares per $1,000 principal amount of notes, for an exchange price of $7.20 per share. This resulted in the issuance of 5,126,534 shares of Common Stock to ROS Acquisition and 2,905,396 shares of Common Stock to ORO II.
On February 14, 2018, ROS Acquisition and ORO II purchased an aggregate of 945,819 shares of Common Stock at a price of $7.20 per share in a private placement.