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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Variable Forward Sale Contract | $ 0 (1) (2) | 12/12/2012 | G | V | 600,000 | (1)(2) | 01/15/2013 | Common Stock | 600,000 | $ 0 (1) (2) | 0 | I (1) | See Footnote. (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CARUSO RICHARD E 311 C ENTERPRISE DRIVE PLAINSBORO, NJ 08536 |
X | X |
/s/ Kathryn Lamping; Attorney-in-Fact | 12/14/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On December 12, 2012, Tru St Partnership LP, a Pennsylvania limited partnership (the "Partnership") of which Dr. Richard E. Caruso, a director of Integra LifeSciences Holdings Corporation (the "Company"), is a partner and the President, assigned its interest in a variable forward sale contract (the "Forward Sale Contract") that was originally entered into on November 23, 2004 with Credit Suisse First Boston Capital LLC ("CSFB") for 600,000 shares of the Company's common stock. Pursuant to the original terms of the Forward Sale Contract, CSFB intends to sell up to 600,000 shares of the Company's common stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. Dr. Caruso disclaims beneficial ownership of the shares held by the Partnership except to the extent of his pecuniary interest therein. |
(2) | On December 12, 2012, the Partnership assigned its interest in the Forward Sale Contract. Prior to that, the terms of the Forward Sale Contract provided that on January 15, 2013 (the "Settlement Date"), the Partnership would deliver between 322,581 and 600,000 shares of the Company's common stock (or, at the election of the Partnership, the cash equivalent of such shares) to CSFB. The number of shares (or the cash equivalent of such shares) that the Partnership would be required to deliver to CSFB would depend upon the average price of the Company's common stock for the 20 trading days prior to and including the Settlement Date. |