| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/11/2021 |
3. Issuer Name and Ticker or Trading Symbol
Bioventus Inc. [ BVS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 5,428,680 | I | See Footnote(1) |
| Class B Common Stock | 16,534,814 | I | See Footnote(2)(4) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common LLC Units(3)(4) | (5) | (5) | Class A Common Stock(3) | 16,534,814 | (3)(4) | I | See Footnote(3)(4) |
| Explanation of Responses: |
| 1. Represents shares of Class A Common Stock of the Issuer ("Class A Shares") held by Smith & Nephew (Europe) B.V., a wholly owned, indirect subsidiary of the Reporting Person. |
| 2. Represents shares of Class B Common Stock of the Issuer ("Class B Shares") held by Smith & Nephew, Inc., a wholly owned, indirect subsidiary of the Reporting Person. |
| 3. Represents Common LLC Units of Bioventus LLC, a direct subsidiary of the Issuer, held by Smith & Nephew, Inc. The Common LLC Units are redeemable at the election of the Reporting Person at any time for newly-issued Class A Shares on a one-for-one basis or, if mutually agreed with the Issuer, a cash payment equal to the volume weighted average market price of one Class A Share for each Common LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). However, the Issuer may elect to effect a direct exchange of such Class A Shares (or such cash, if mutually agreed) for such Common LLC Units. |
| 4. Upon the redemption by the Reporting Person of any Common LLC Units, a number of Class B Shares held by the Reporting Person equal to the number of Common LLC Units that are redeemed or exchanged will be automatically cancelled by the Issuer for no consideration. |
| 5. The Common LLC Units may be redeemed by the Reporting Person at any time on or following the Issuer's initial public offering. |
| /s/ Susan Swabey, Company Secretary | 02/11/2021 | |
| ** 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 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). | ||
| 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. | ||