Globus Medical, Inc. |
(Name of Issuer) |
Class A Common Stock |
(Title of Class of Securities) |
379577208 |
(CUSIP Number) |
December 31, 2012 |
(Date of Event Which Requires Filing of this Statement) |
o | Rule 13d-1(b) | |
o | Rule 13d-1(c) | |
x | Rule 13d-1(d) |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | David C. Paul | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [ ] | ||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | 6,944,337 (1)(2) | |
6 | SHARED VOTING POWER | 20,045,319 (2) | ||
7 | SOLE DISPOSITIVE POWER | 6,944,337 (1)(2) | ||
8 | SHARED DISPOSITIVE POWER | 20,045,319 (2) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 26,989,656 (1)(2) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 29.7% (3)(4) | ||
12 | TYPE OF REPORTING PERSON | IN | ||
(1) | Consists of (a) 4,077,901 shares of Class B common stock held directly by the reporting person, (b) 2,383,636 shares of Class B common stock held by the David C. Paul 2010 Grantor Retained Annuity Trust U/A 4/6/10, (c) 435,350 shares of Class B common stock held by the Sonali Paul Trust U/A/D 12/20/12, and (d) 47,450 shares of Class A common stock subject to options held by the reporting person that are exercisable within 60 days of December 31, 2012. |
(2) | The holders of Class B common stock are entitled to 10 votes per share of Class B common stock. Each share of Class B common stock is convertible into the Issuer's Class A common stock on a 1-for-1 basis (a) at any time at the option of the holder of such share, (b) upon the transfer of such share (subject to certain exceptions for transfers not involving a sale, such as transfers not constituting a change in beneficial ownership, estate planning transfers and gifts), and (c) if the Class B common stock held by the holder of such share plus that holder's affiliates represents less than 5% of the Issuers outstanding common stock. |
(3) | Based on 63,892,508 shares of Class A common stock outstanding as of December 31, 2012, as reported by the Issuer to the reporting person, plus the number of shares of Class B common stock reported on line 9 that are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person. |
(4) | Assumes conversion of all of the reporting person's Class B common stock into shares of Class A common stock. |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | Sonali Paul | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [ ] | ||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | 0 | |
6 | SHARED VOTING POWER | 20,045,319 (5) | ||
7 | SOLE DISPOSITIVE POWER | 0 | ||
8 | SHARED DISPOSITIVE POWER | 20,045,319 (5) | ||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 20,045,319 (5) | ||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 23.9% (6)(7) | ||
12 | TYPE OF REPORTING PERSON | IN | ||
(5) | The holders of Class B common stock are entitled to 10 votes per share of Class B common stock. Each share of Class B common stock is convertible into the Issuer's Class A common stock on a 1-for-1 basis (a) at any time at the option of the holder of such share, (b) upon the transfer of such share (subject to certain exceptions for transfers not involving a sale, such as transfers not constituting a change in beneficial ownership, estate planning transfers and gifts), and (c) if the Class B common stock held by the holder of such share plus that holder's affiliates represents less than 5% of the Issuers outstanding common stock. |
(6) | Based on 63,892,508 shares of Class A common stock outstanding as of December 31, 2012, as reported by the Issuer to the reporting person, plus the number of shares of Class B common stock reported on line 9 that are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person. |
(7) | Assumes conversion of all of the reporting person's Class B common stock into shares of Class A common stock. |
Item 1(a). | Name of Issuer: | |
Globus Medical, Inc. | ||
Item 1(b). | Address of Issuer's Principal Executive Offices: | |
2560 General Armistead Avenue Audubon, PA 19403 | ||
Item 2(a). | Name of Person Filing: | |
David C. Paul | ||
Sonali Paul | ||
Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
2560 General Armistead Avenue Audubon, PA 19403 | ||
Item 2(c). | Citizenship: | |
USA | ||
Item 2(d). | Title of Class of Securities: | |
Class A Common Stock | ||
Item 2(e). | CUSIP Number: | |
379577208 | ||
Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: | |
Not Applicable. |
Item 4. | Ownership. | |||
Ownership information is provided as of: | ||||
(a) | Amount beneficially owned: | |||
(i) | David C. Paul | 26,989,656 (8)(9) | ||
(ii) | Sonali Paul | 20,045,319 (9) | ||
(b) | Percent of class: | |||
(i) | David C. Paul | 29.7% (10)(11) | ||
(ii) | Sonali Paul | 23.9% (10)(11) | ||
(c) | Number of shares as to which such person has: | |||
(i) | Sole power to vote or to direct the vote | |||
(A) David C. Paul | 6,944,337 (8)(9) | |||
(B) Sonali Paul | 0 | |||
(ii) | Shared power to vote or to direct the vote | |||
(A) David C. Paul | 20,045,319 (9) | |||
(B) Sonali Paul | 20,045,319 (9) | |||
(iii) | Sole power to dispose or to direct the disposition of | |||
(A) David C. Paul | 6,944,337 (8)(9) | |||
(B) Sonali Paul | 0 | |||
(iv) | Shared power to dispose or to direct the disposition of | |||
(A) David C. Paul | 20,045,319 (9) | |||
(B) Sonali Paul | 20,045,319 (9) |
(8) | Consists of (a) 4,077,901 shares of Class B common stock held directly by the reporting person, (b) 2,383,636 shares of Class B common stock held by the David C. Paul 2010 Grantor Retained Annuity Trust U/A 4/6/10, (c) 435,350 shares of Class B common stock held by the Sonali Paul Trust U/A/D 12/20/12, and (d) 47,450 shares of Class A common stock subject to options held by the reporting person that are exercisable within 60 days of December 31, 2012. |
(9) | The holders of Class B common stock are entitled to 10 votes per share of Class B common stock. Each share of Class B common stock is convertible into the Issuer's Class A common stock on a 1-for-1 basis (a) at any time at the option of the holder of such share, (b) upon the transfer of such share (subject to certain exceptions for transfers not involving a sale, such as transfers not constituting a change in beneficial ownership, estate planning transfers and gifts), and (c) if the Class B common stock held by the holder of such share plus that holder's affiliates represents less than 5% of the Issuers outstanding common stock. |
(10) | Based on 63,892,508 shares of Class A common stock outstanding as of December 31, 2012, as reported by the Issuer to the reporting person, plus the number of shares of Class B common stock reported in response to Item 4(a) that are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person. |
(11) | Assumes conversion of all of the reporting person's Class B common stock into shares of Class A common stock. |
Item 5. | Ownership of Five Percent or Less of a Class. |
n/a | |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
n/a | |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
n/a | |
Item 8. | Identification and Classification of Members of the Group. |
n/a | |
Item 9. | Notice of Dissolution of Group. |
n/a |
Item 10. | Certification. |
Dated: | February 12, 2013 | /s/ DAVID C. PAUL |
David C. Paul | ||
/s/ SONALI PAUL | ||
Sonali Paul | ||