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Item 1.
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Security and Issuer.
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This Amendment No. 1 (this “Amendment”) amends and supplements the Statement on Schedule 13D filed with the Securities and
Exchange Commission (the “Commission”) on March 18, 2019 (the “Schedule 13D”) by WSHP Biologics Holdings, LLC, Water Street Healthcare Partners II, L.P., Water Street Healthcare Management II, L.P. and Water Street
Healthcare Partners, LLC. The Schedule 13D relates to shares of common stock, par value $0.001 per share (“Common Stock”), of RTI Surgical Holdings, Inc., a Delaware corporation (“Issuer”), issuable upon conversion of shares of
series A preferred stock, par value $0.001 per share (“Series A Preferred Stock”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided
herein, all Items of the Schedule 13D remain unchanged.
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Item 4.
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Purpose of Transaction.
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Item 4 is amended to add the following disclosure at the end such item:
On January 13, 2020, the Issuer entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Ardi Bidco Ltd., a
Delaware corporation (the “Buyer”), pursuant to which, and subject to the terms and conditions thereof, the Buyer will acquire the OEM business of the Issuer by acquiring certain subsidiaries of the Issuer. In connection with the execution
of the Purchase Agreement, the Investor entered into the support agreement described in Item 6 hereof. The information set forth or incorporated in Item 6 hereof is incorporated herein by reference.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is amended and restated in its entirety to read as follows:
(a), (b)
The information
contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof are incorporated herein by reference.
As of January 13, 2019, the Investor is the record owner of 50,000 shares of Series A Preferred Stock, which are convertible into Common
Stock on or after July 16, 2021 (or upon the earlier occurrence of certain specified events) at a price of $4.39, which is subject to adjustment in certain circumstances. The shares of Series A Preferred Stock are convertible into approximately
15,152,761 shares of Common Stock at the current conversion price, representing approximately 17.0% of the outstanding Common Stock, based on the 73,814,831 shares of Common Stock outstanding as of November 4, 2019, plus an additional
15,152,761 shares of Common Stock issuable upon conversion of the Series A Preferred Stock. Due to their relationship with the Investor, the Fund, Water Street Management and the General Partner may be deemed to have shared voting power with respect
to the Series A Preferred Stock beneficially owned by the Investor, and as a result, the Fund, Water Street Management and the General Partner may be deemed to have shared beneficial ownership of such shares of Series A Preferred Stock. Each of the
Fund, Water Street Management and the General Partner, however, disclaims beneficial ownership of such shares of Series A Preferred Stock, except to the extent of its pecuniary interest therein.
(c)
Except as set forth
in this Item 5, none of the Reporting Persons has engaged in any transaction during the past 60 days involving shares of Common Stock or Series A Preferred Stock.
(d), (e)
Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 is amended to add the following disclosure at the end of such item:
Support Agreement
On
January 13, 2020, in connection with the execution of the Purchase Agreement, the Investor and the Buyer entered into a support agreement (the “Support Agreement”) relating to the Series A Preferred Stock held by the Investor and any
other preferred or common stock of the Issuer that the Investor may subsequently acquire (collectively, the “Covered Shares”). Subject to the terms and