This Amendment No. 2 (this “Amendment”) amends and supplements the Statement
on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on July 24, 2013 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, as amended by Amendment No. 1 filed with the Commission on November 8, 2018 (as amended, the “Schedule 13D”). The Schedule 13D relates to shares of common stock, par value $0.001 per share
(“Common Stock”), of RTI Surgical, Inc., a Delaware corporation (“Issuer”), formerly 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 March 8, 2019, the Closing contemplated by the Master Transaction Agreement occurred. As a result, each issued and outstanding share
of Series A Preferred Stock automatically converted into one share of preferred stock of RTI Surgical Holdings, Inc. (the “New RTI”). The Reporting Persons have filed a Statement on Schedule 13D relating to their ownership of securities of
New RTI as a result of the Transaction.
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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 a result of the Closing of the Transaction, the Reporting Persons no longer hold any securities of the Issuer.
(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)
Not applicable.
(e)
The Reporting
Persons ceased to beneficially own more than five percent of the Common Stock on March 8, 2019.