New insider Engine Capital Management, Lp claimed ownership of 4,151,671 shares (SEC Form 3)
$OFIX
Medical/Dental Instruments
Health Care
| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 05/06/2025 |
3. Issuer Name and Ticker or Trading Symbol
Orthofix Medical Inc. [ OFIX ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 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) |
| Common Stock(1) | 3,461,432 | I | By: Engine Capital, L.P.(2)(5) |
| Common Stock(1) | 336,546 | I | By: Engine Jet Capital, L.P.(3)(5) |
| Common Stock(1) | 353,693 | I | By: Engine Lift Capital, LP(4)(5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 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 | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. This Form 3 is filed jointly by Engine Capital, L.P. ("Engine Capital"), Engine Jet Capital, L.P. ("Engine Jet"), Engine Lift Capital, LP ("Engine Lift"), Engine Capital Management, LP ("Engine Management"), Engine Capital Management GP, LLC ("Engine GP"), Engine Investments, LLC ("Engine Investments"), Engine Investments II, LLC ("Engine Investments II") and Arnaud Ajdler (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 2. Securities owned directly by Engine Capital. Engine Investments is the general partner of Engine Capital, Engine Management is the investment advisor of Engine Capital, Engine GP is the general partner of Engine Management, and Mr. Ajdler serves as the managing partner of Engine Management and the managing member of Engine GP and Engine Investments. As a result of these relationships, Engine Investments, Engine Management, Engine GP and Mr. Ajdler may be deemed to beneficially own the securities owned directly by Engine Capital. |
| 3. Securities owned directly by Engine Jet. Engine Investments is the general partner of Engine Jet, Engine Management is the investment advisor of Engine Jet, Engine GP is the general partner of Engine Management, and Mr. Ajdler serves as the managing partner of Engine Management and the managing member of Engine GP and Engine Investments. As a result of these relationships, Engine Investments, Engine Management, Engine GP and Mr. Ajdler may be deemed to beneficially own the securities owned directly by Engine Jet. |
| 4. Securities owned directly by Engine Lift. Engine Investments II is the general partner of Engine Lift, Engine Management is the investment advisor of Engine Lift, Engine GP is the general partner of Engine Management, and Mr. Ajdler serves as the managing partner of Engine Management and the managing member of Engine GP and Engine Investments II. As a result of these relationships, Engine Investments II, Engine Management, Engine GP and Mr. Ajdler may be deemed to beneficially own the securities owned directly by Engine Lift. |
| 5. As of the date hereof, Engine Investments, Engine Investments II and Engine GP have not yet received the applicable EDGAR codes required to make filings with the Securities and Exchange Commission; however, such Reporting Persons have applied for the applicable codes and will supplement this Form 3 once such codes are available. |
| Engine Capital Management, LP, By: Engine Capital Management GP, LLC, By: Arnaud Ajdler, Managing Member | 05/08/2025 | |
| Engine Capital, L.P., By: Engine Investments, LLC, By: Arnaud Ajdler, Managing Member | 05/08/2025 | |
| Engine Jet Capital, L.P., By: Engine Investments, LLC, By: Arnaud Ajdler, Managing Member | 05/08/2025 | |
| Engine Lift Capital, LP, By: Engine Investments II, LLC, By: Arnaud Ajdler, Managing Member | 05/08/2025 | |
| /s/ Arnaud Ajdler | 05/08/2025 | |
| ** 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. | ||