Valentine Keith Form 4 Filed 2023-01-09

FORM 4

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

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, 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 ^*

Valentine Keith

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O SEASPINE HOLDINGS CORPORATION, 5770 ARMADA DRIVE

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

(Street)

CARLSBAD, CA 92008

(City)

(State)

(Zip)

4. If Amendment, Date 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/05/2023		D		333,797	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽²⁾

01/05/2023

52,392

⁽³⁾

Common Stock

52,392

⁽⁴⁾

Restricted Stock Units

⁽²⁾

01/05/2023

236,779

⁽⁵⁾

Common Stock

236,779

⁽⁶⁾

Employee Stock Option (Right to Buy)

$15.68

01/05/2023

325,000

⁽⁷⁾

08/01/2023

Common Stock

325,000

⁽⁸⁾

Employee Stock Option (Right to Buy)

$14.19

01/05/2023

149,074

⁽⁹⁾

01/27/2024

Common Stock

149,074

⁽¹⁰⁾

Employee Stock Option (Right to Buy)

$18.24

01/05/2023

77,881

⁽¹¹⁾

01/01/2027

Common Stock

77,881

⁽¹²⁾

Employee Stock Option (Right to Buy)

$12.01

01/05/2023

121,830

⁽¹³⁾

01/01/2028

Common Stock

121,830

⁽¹⁴⁾

Employee Stock Option (Right to Buy)

$9.93

01/05/2023

8,871

⁽¹⁵⁾

04/23/2028

Common Stock

8,871

⁽¹⁶⁾

Employee Stock Option (Right to Buy)

$16.86

01/05/2023

261,699

⁽¹⁷⁾

01/28/2029

Common Stock

261,699

⁽¹⁸⁾

Employee Stock Option (Right to Buy)

$15

01/05/2023

31,866

⁽¹⁹⁾

02/28/2030

Common Stock

31,866

⁽²⁰⁾

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 138,959 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 21,810 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 98,571 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 135,297 shares of Orthofix at a price of $37.67 per share.
9.	The option vests as to 6.25% on June 1, 2016, 6.25% on June 30, 2016 and the remaining 87.5% in fourteen equal quarterly installments thereafter.
10.	This option was assumed by Orthofix in the merger and replaced with an option to purchase 62,059 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 32,421 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 50,717 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 3,692 shares of Orthofix at a price of $23.86 per share.
17.	The option vests as to 25% of the underlying shares on January 28, 2022 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 108,945 shares of Orthofix at a price of $40.50 per share.
19.	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.
20.	This option was assumed by Orthofix in the merger and replaced with an option to purchase 13,265 shares of Orthofix at a price of $36.04 per share.

	Signatures
	/s/ Paul Benny, Attorney-in-Fact for Keith C. Valentine	01/09/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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