UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-1 Common Stock | Â (1) | Â (2) | Common Stock | 3,000 (3) | $ (2) | D | Â |
Employee Stock Option (Right to buy) | 01/17/2007(4) | 01/17/2016 | Series A-1 Common Stock (5) | 2,000 (5) | $ 17 (5) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bradshaw Kimberly C/O ALPHATEC HOLDINGS, INC. 2051 PALOMAR AIRPORT ROAD CARLSBAD, CA 92011 |
 |  |  VP, Physician Services |  |
/s/ Daren Graham, Esq., attorney in fact | 06/02/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Series A-1 Common Stock is mandatorily convertible into common stock immediately prior to the closing of an IPO, a Qualified IPO, a Deemed Liquidation Event or the Put, each as defined in the Issuer's Amended and Restated Certificate of Incorporation. |
(2) | There is no expiration date. The Series A-1 Common Stock converts into common stock on a 3.57-for-1 basis effective upon the closing of the Issuer's initial public offering. |
(3) | These shares are subject to a 5-year lapsing repurchase right of the Issuer, which will lapse in five equal annual installments on the anniversary of the grant date. |
(4) | The option was granted on 1/17/06. The option vests over five years, with 1/5th of the option vesting on each anniversary of the grant date. |
(5) | Upon the closing of the Issuer's initial public offering, the shares of Series A-1 Common Stock underlying the option will automatically be converted into common stock on a 3.57-for-1 basis and the exercise price of the option will be automatically adjusted to reflect such conversion. |
 Remarks: Exhibit 24 - Power of Attorney |