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) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Warrant to Purchase Shares of Common Stock
|
(2)
|
(2)
|
Common Stock
|
1,212
|
$
(2)
|
I
|
By Truetzel Revocable Trust
(2)
|
Series C Preferred Stock
|
(3)
|
(3)
|
Common Stock
|
2,779
(3)
|
$
(3)
|
I
|
See Footnote
(4)
|
Series E Preferred Stock
|
(5)
|
(5)
|
Common Stock
|
337
(5)
|
$
(5)
|
D
|
|
Series E Preferred Stock
|
(5)
|
(5)
|
Common Stock
|
8,285
(5)
|
$
(5)
|
I
|
See Footnote
(4)
|
Series F Preferred Stock
|
(6)
|
(6)
|
Common Stock
|
15,625
(6)
|
$
(6)
|
I
|
By Truetzel Revocable Trust
(2)
|
* |
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) |
Consists of 3,297 restricted stock units, each of which represents a contingent right to receive one share of Issuer's Common Stock. The restricted stock units vest on the earlier of a change in control or the date of the expiration of the lock up period imposed on the Reporting Person after completion of the closing of the underwritten initial public offering of shares of the Issuer's Common Stock. |
(2) |
The warrant is held by Truetzel Revocable Trust, to which the Reporting Person and his spouse are the sole beneficiaries. The warrant has and exercise price of $25.77 per share of Common Stock and is exercisable at any time and expires on August 30, 2018. |
(3) |
The Series C Convertible Preferred Stock was issued on February 24, 2006 and is convertible at any time and converts automatically upon the closing of a Qualified Public Offering as defined in Section 2(c) of the Certificate of Designation, Preferences, and Rights of Series C Convertible Preferred Stock of Amedica Corporation dated February 24, 2006, on a 1.1206-for-1 basis, and such conversion rate is reflected in the amount of securities underlying the security. |
(4) |
Shares held by Spinal Management, LLC, of which the Reporting Person is a 50% member. The Reporting Person disclaims beneficial ownership except to the extent of any pecuniary interest therein. |
(5) |
Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series E Convertible Preferred Stock will convert into 1.1363 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series E Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities. |
(6) |
Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series F Convertible Preferred Stock will convert into 6.44370 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series F Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities. |