SEC Form SC 13G/A filed by Globus Medical Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Globus Medical, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
379577208
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 379577208
Page 2 of 7
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
David C. Paul | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
Not Applicable | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person with |
5. | Sole Voting Power
779,434 (1) | ||||
| 6. | Shared Voting Power
20,525,324 (2)(3) | |||||
| 7. | Sole Dispositive Power
779,434 (1) | |||||
| 8. | Shared Dispositive Power
20,525,324 (2)(3) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
21,304,758 (2)(3) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☑ (4) | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
15.76% (5)(6) | |||||
| 12. | Type of Reporting Person
IN | |||||
| (1) | Consists of (a) 608,334 shares of Class A common stock subject to options held by the reporting person that are exercisable within 60 days of December 31, 2023, and (b) 171,100 shares of Class B common stock held by the Sonali Paul Children’s Irrevocable Trust, of which the reporting person is trustee. |
| (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 Issuer’s outstanding common stock. |
| (3) | Does not include 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10. The reporting person’s spouse is trustee of the trust. |
| (4) | Does not include 171,100 shares of Class B common stock held by the David C. Paul Children’s Trust in which the reporting person disclaims beneficial ownership. |
| (5) | Based on shares outstanding equal to: (a) 113,905,565 shares of Class A common stock outstanding as of December 31, 2023, as reported by the Issuer to the reporting person, plus (b) 608,334 shares of Class A common stock subject to options that are exercisable within 60 days of December 31, 2023, plus (c) 20,696,424 shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person. |
| (6) | Assumes conversion of all of the Class B common stock beneficially owned by the reporting person into, and exercise of all of the reporting person’s vested options for, shares of Class A common stock. |
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CUSIP No. 379577208
Page 3 of 7
| 1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Sonali Paul | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
Not Applicable | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person with |
5. | Sole Voting Power
1,562,573 (7)(8) | ||||
| 6. | Shared Voting Power
20,525,324 (9)(10) | |||||
| 7. | Sole Dispositive Power
1,562,573 (7)(8) | |||||
| 8. | Shared Dispositive Power
20,525,324 (9)(10) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,087,897 (9)(10) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☑ (8) | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
16.24% (11)(12) | |||||
| 12. | Type of Reporting Person
IN | |||||
| (7) | Consists of 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10, of which the reporting person is trustee. |
| (8) | Does not include 171,100 shares of Class B common stock held by the David C. Paul Children’s Trust in which the reporting person disclaims beneficial ownership. |
| (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 Issuer’s outstanding common stock. |
| (10) | Does not include 608,334 shares of Class A common stock subject to options held by the reporting person’s spouse that are exercisable within 60 days of December 31, 2023. |
| (11) | Based on shares outstanding equal to: (a) 113,905,565 shares of Class A common stock outstanding as of December 31, 2023, as reported by the Issuer to the reporting person, plus (b) 22,087,897 shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person. |
| (12) | Assumes conversion of all of the Class B common stock beneficially owned by the reporting person into shares of Class A common stock. |
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CUSIP No. 379577208
Page 4 of 7
| 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 |
This Amendment No. 11 to Schedule 13G is being filed by David C. Paul and Sonali Paul (together, the “Reporting Persons”).
| Item 2(b) | Address of Principal Business Office, or if none, Residence |
2560 General Armistead Avenue
Audubon, PA 19403
| Item 2(c) | Citizenship |
The Reporting Persons are citizens of the United States of America.
| Item 2(d) | Title of Class of Securities |
Class A Common Stock
| Item 2(e) | CUSIP Number |
379577208
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CUSIP No. 379577208
Page 5 of 7
| Item 3. | Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c) |
Not Applicable
| Item 4. | Ownership |
Ownership information is provided as of December 31, 2023:
| (a) |
Amount beneficially owned: | |||||
| (i) | David C. Paul | 21,304,758 (13)(14)(15)(16)(17) | ||||
| (ii) | Sonali Paul | 22,087,897 (15)(17)(18)(19) | ||||
| (b) |
Percent of class: | |||||
| (i) | David C. Paul | 15.76% (20)(21) | ||||
| (ii) | Sonali Paul | 16.24% (22)(23) | ||||
| (c) |
Number of shares as to which such person has: | |||||
| (i) | Sole power to vote or to direct the vote | |||||
| (A) David C. Paul | 779,434 (13)(14)(15) | |||||
| (B) Sonali Paul | 1,562,573 (15)(18) | |||||
| (ii) | Shared power to vote or to direct the vote | |||||
| (A) David C. Paul | 20,525,324 (15)(16)(17) | |||||
| (B) Sonali Paul | 20,525,324 (15)(17) | |||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||
| (A) David C. Paul | 779,434 (13)(14)(15) | |||||
| (B) Sonali Paul | 1,562,573 (15)(18) | |||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||
| (A) David C. Paul | 20,525,324 (15)(16)(17) | |||||
| (B) Sonali Paul | 20,525,324 (15)(17) | |||||
| (13) | Includes 608,334 shares of Class A common stock subject to options held by David C. Paul that are exercisable within 60 days of December 31, 2023. |
| (14) | Includes 171,100 shares of Class B common stock held by the Sonali Paul Children’s Irrevocable Trust, of which David C. Paul is trustee. The shares are held in trust for the benefit of the reporting person’s children. |
| (15) | 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. |
| (16) | Does not include 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10, of which Sonali Paul is trustee. The shares are held in trust for the benefit of Sonali Paul and the reporting person’s children. |
| (17) | Includes 20,525,324 shares of Class B common stock held directly by David C. Paul and Sonali Paul. |
| (18) | Includes 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10. |
| (19) | Does not include 608,334 shares of Class A common stock subject to options held by David C. Paul that are exercisable within 60 days of December 31, 2023. |
| (20) | Based on shares outstanding equal to: (a) 113,905,565 shares of Class A common stock outstanding as of December 31, 2023, as reported by the Issuer to the reporting person, plus (b) 608,334 shares of Class A common stock subject to options that are exercisable within 60 days of December 31, 2023, plus (c) 171,100 shares of Class B common stock held by the Sonali Paul Children’s Irrevocable Trust, of which David C. Paul is trustee, plus (d) 20,525,324 shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of computing the percentage ownership of David C. Paul. |
| (21) | Assumes conversion of all of the Class B common stock beneficially owned by David C. Paul into, and exercise of all of the reporting person’s vested options for, shares of Class A common stock. |
| (22) | Based on shares outstanding equal to: (a) 113,905,565 shares of Class A common stock outstanding as of December 31, 2023, as reported by the Issuer to the reporting person, plus (b) 22,087,097 of shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person. |
| (23) | Assumes conversion of all of the Class B common stock beneficially owned by Sonali Paul into shares of Class A common stock. |
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CUSIP No. 379577208
Page 6 of 7
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
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CUSIP No. 379577208
Page 7 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024
| /s/ David C. Paul |
| David C. Paul |
| /s/ Sonali Paul |
| Sonali Paul |
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