- Initial Statement of Beneficial Ownership (3)
May 26 2011 - 4:42PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
STRYKER CORP
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/16/2011
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3. Issuer Name
and
Ticker or Trading Symbol
ORTHOVITA INC [VITA]
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(Last)
(First)
(Middle)
2825 AIRVIEW BOULEVARD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
KALAMAZOO, MI 49002
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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0
(1)
(2)
(3)
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I
(1)
(2)
(3)
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See notes
(1)
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Owl Acquisition Corporation, a Delaware corporation ("Purchaser"), is an indirect wholly owned subsidiary of Stryker Corporation ("Stryker"). Purchaser's address is 2825 Airview Boulevard, Kalamazoo, Michigan 49002.
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(
2)
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On May 16, 2011, Orthovita, Inc. ("Orthovita") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Stryker and Purchaser, which provides for the commencement of a tender offer by Purchaser to purchase all shares of common stock of Orthovita, at a price of $3.85 per Share, net to the seller in cash.
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(
3)
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Purchaser and Stryker may be deemed to have shared voting power of 13.28% of the outstanding Orthovita common stock pursuant to certain tender and voting agreements, dated May 16, 2011, by and among Purchaser, Stryker and certain shareholders of Orthovita. See the Schedule 13D filed by Stryker on May 26, 2011. Neither Stryker nor Purchaser has any pecuniary interest in the shares held by the shareholders and each expressly disclaims beneficial ownership of any shares of Orthovita's common stock covered by the tender and voting agreements.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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STRYKER CORP
2825 AIRVIEW BOULEVARD
KALAMAZOO, MI 49002
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X
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Owl Acquisition Corp
2825 AIRVIEW BOULEVARD
KALAMAZOO, MI 49002
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X
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Signatures
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/s/ Curt R. Hartman, Vice President and Chief Financial Officer, on behalf of Stryker Corporation
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5/26/2011
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**
Signature of Reporting Person
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Date
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/s/ Wayne D. Dahlberg, Vice President, Finance, on behalf of Owl Acquisition Corporation
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5/26/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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