SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Winge John J.

(Last)

(First)

(Middle)

C/O SEASPINE HOLDINGS CORPORATION

5770 ARMADA DR

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SeaSpine Holdings Corp [ SPNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President, Sales

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/05/2023		D		90,951	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.0⁽²⁾	01/05/2023		D			14,432	⁽³⁾	⁽³⁾	Common Stock	14,432	⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	01/05/2023		D			30,248	⁽⁵⁾	⁽⁵⁾	Common Stock	30,248	⁽⁶⁾	0	D
Employee Stock Option (Right to Buy)	$15.68	01/05/2023		D			40,000	⁽⁷⁾	08/01/2023	Common Stock	40,000	⁽⁸⁾	0	D
Employee Stock Option (Right to Buy)	$14.19	01/05/2023		D			59,562	⁽⁹⁾	01/27/2024	Common Stock	59,562	⁽¹⁰⁾	0	D
Employee Stock Option (Right to Buy)	$18.24	01/05/2023		D			31,118	⁽¹¹⁾	01/01/2027	Common Stock	31,118	⁽¹²⁾	0	D
Employee Stock Option (Right to Buy)	$12.01	01/05/2023		D			48,678	⁽¹³⁾	01/01/2028	Common Stock	48,678	⁽¹⁴⁾	0	D
Employee Stock Option (Right to Buy)	$9.93	01/05/2023		D			5,342	⁽¹⁵⁾	04/23/2028	Common Stock	5,342	⁽¹⁶⁾	0	D
Employee Stock Option (Right to Buy)	$15	01/05/2023		D			18,912	⁽¹⁷⁾	02/28/2030	Common Stock	18,912	⁽¹⁸⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger by and among the issuer, SeaSpine Holdings Corporation, which became effective on January 5, 2023, in exchange for 37,862 Orthofix Medical Inc. ("Orthofix") ordinary shares having a market value of $22.76 per share at the effective time of the merger.

2. Each restricted stock unit represents a contingent right to receive one share of SeaSpine Holdings Corporation common stock.

3. The restricted stock units vest in three equal installments on each of January 28, 2022, 2023 and 2024.

4. These restricted stock units were assumed by Orthofix in the merger and replaced by 6,008 Orthofix restricted stock units.

5. The restricted stock units vest in three equal installments on each of February 28, 2023, 2024 and 2025.

6. These restricted stock units were assumed by Orthofix in the merger and replaced by 12,592 Orthofix restricted stock units.

7. The option vests as to 25% of the underlying shares on May 1, 2016 and the remaining 75% in twelve substantially equal quarterly installments thereafter.

8. This option was assumed by Orthofix in the merger and replaced with an option to purchase 16,652 shares of Orthofix at a price of $37.67 per share.

9. The option vests in sixteen substantially equal quarterly installments beginning on March 31, 2016.

10. This option was assumed by Orthofix in the merger and replaced with an option to purchase 24,795 shares of Orthofix at a price of $34.09 per share.

11. The option vests as to 25% of the underlying shares on January 1, 2020 and the remaining 75% in twelve substantially equal quarterly installments thereafter.

12. This option was assumed by Orthofix in the merger and replaced with an option to purchase 12,954 shares of Orthofix at a price of $43.82 per share.

13. The option vests as to 25% of the underlying shares on January 1, 2021 and the remaining 75% in twelve substantially equal quarterly installments thereafter.

14. This option was assumed by Orthofix in the merger and replaced with an option to purchase 20,264 shares of Orthofix at a price of $28.85 per share.

15. The option fully vested and became exercisable on June 21, 2020.

16. This option was assumed by Orthofix in the merger and replaced with an option to purchase 2,223 shares of Orthofix at a price of $23.86 per share.

17. The option vests as to 25% of the underlying shares on February 28, 2023 and the remaining 75% in twelve substantially equal quarterly installments thereafter.

18. This option was assumed by Orthofix in the merger and replaced with an option to purchase 7,873 shares of Orthofix at a price of $36.04 per share.

Remarks:

	/s/Paul Benny, Attorney-in-Fact for John J. Winge	01/09/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4: Winge John J. returned 90,951 shares to the company, closing all direct ownership in the company