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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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Norwalk Leslie V
(Last) (First) (Middle)
C/O NUVASIVE, INC.
12101 AIRPORT WAY
(Street)
BROOMFIELD CO 80021
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NUVASIVE INC [ NUVA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2023
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 09/01/2023 D 3,095 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock (2) 09/01/2023 D 5,960 (3) (3) Common Stock 5,960 $0.00 0 D
Restricted Stock (2) 09/01/2023 D 3,725 (3) (3) Common Stock 3,725 $0.00 0 D
Restricted Stock (2) 09/01/2023 D 2,501 (3) (3) Common Stock 2,501 $0.00 0 D
Restricted Stock (2) 09/01/2023 D 2,822 (3) (3) Common Stock 2,822 $0.00 0 D
Restricted Stock (2) 09/01/2023 D 2,130 (3) (3) Common Stock 2,130 $0.00 0 D
Restricted Stock (2) 09/01/2023 D 3,230 (3) (3) Common Stock 3,230 $0.00 0 D
Restricted Stock (2) 09/01/2023 D 2,577 (3) (3) Common Stock 2,577 $0.00 0 D
Restricted Stock (2) 09/01/2023 D 2,702 (3) (3) Common Stock 2,702 $0.00 0 D
Restricted Stock (2) 09/01/2023 D 3,788 (3) (3) Common Stock 3,788 $0.00 0 D
Restricted Stock (2) 09/01/2023 D 4,816 (3) (3) Common Stock 4,816 $0.00 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of February 8, 2023 (the "Merger Agreement"), by and among the Issuer, Globus Medical, Inc. ("Globus") and Zebra Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as a wholly owned subsidiary of Globus. At the effective time of the merger (the "Effective Time"), each share of the Issuer's common stock issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive 0.75 shares of Class A common stock of Globus ("Globus Class A Common Stock"), par value $0.001 per share (the "Exchange Ratio" and such shares, the "Merger Consideration"), and cash in lieu of fractional shares.
2. Represented a contingent right to receive one share of the Issuer's common stock upon vesting.
3. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award became fully vested and was cancelled and converted automatically into the right to receive (without interest) the Merger Consideration in respect of each share of Issuer common stock underlying such award.
Remarks:
/s/ Nathaniel B. Sisitsky, Attorney-in-Fact for Leslie V. Norwalk 09/05/2023
** 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.
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