SEC Form SC 13G/A filed by Integra LifeSciences Holdings Corporation (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
Integra LifeSciences Holdings Corporation
(Name of Issuer)
Common stock, $.01 par value
(Title of Class of Securities)
457985208
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 457985208 | SCHEDULE 13G | Page 2 of 9 |
| 1 |
NAMES OF REPORTING PERSON: Tru St Partnership LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
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| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
8,515,930 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,515,930 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,515,930 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.20% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| CUSIP No. 457985208 | SCHEDULE 13G | Page 3 of 9 |
| 1 |
NAMES OF REPORTING PERSON: Provco, LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
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| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
8,515,930 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
8,515,930 shares | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,515,930 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.20% | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| CUSIP No. 457985208 | SCHEDULE 13G | Page 4 of 9 |
| ITEM 1. | (a) | Name of Issuer: Integra LifeSciences Holdings Corporation | ||
| (b) | Address of Issuer’s Principal Executive Offices: 1100 Campus Road, Princeton, NJ 08540 | |||
| ITEM 2. | (a) | Name of Person Filing: See (c) below | ||
| (b) | Address or Principal Business Office: See (c) below | |||
| (c) | Citizenship of each Reporting Person is:
Tru St Partnership LP 795 East Lancaster Avenue, Suite 200 Villanova, Pennsylvania 19085 Pennsylvania limited partnership
AS of December 31, 2022, Provco Leasing Corporation was the corporate general partner of Tru St Partnership LP:
Provco Leasing Corporation 1100 North Market Street, 4th Floor Wilmington, Delaware 19890 Delaware corporation
As of January 1, 2023, Provco, LLC became the general partner of Tru St Partnership LP:
Provco, LLC 1100 North Market Street, 4th Floor Wilmington, Delaware 19890 Delaware limited liability company | |||
| (d) | Title of Class of Securities: common stock, $0.01 par value | |||
| (e) | CUSIP Number: 457985208 | |||
| ITEM 3. | Not applicable. | |||
| ITEM 4. | Ownership: Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: As of December 31, 2022, Tru St Partnership LP (“Tru St”) may be deemed the beneficial owner of 8,515,930 shares of common stock. Provco Leasing Corporation (“Provco Leasing”) was the corporate general partner of Tru St as of December 31, 2022. Provco, LLC (“Provco”) became the general partner of Tru St as of January 1, 2023. Provco Leasing was, as of December 31, 2022, the beneficial owner of 0 shares of common stock. | |||
| (b) | Percent of Class: Based on 83,518,163 shares of the Issuer’s common stock outstanding as of October 24, 2022 as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2022: Tru St may be deemed the beneficial owner of 10.20% of the Issuer’s common stock; and Provco Leasing may be deemed the beneficial owner of 10.20% of the Issuer’s common stock as of December 31, 2022. | |||
| CUSIP No. 457985208 | SCHEDULE 13G | Page 5 of 9 |
| (c) | The Reporting Persons have the power to vote or dispose of the number of shares as follows: | |||
| (i) Sole power to vote or direct the vote. Tru St may be deemed to have sole power to vote or direct the vote of 0 shares of common stock. Provco Leasing may be deemed to have sole power to vote or direct the vote of 0 shares of common stock. | ||||
| (ii) Shared power to vote or direct the vote. As of December 31, 2022, Tru St and Provco Leasing may be deemed to share the power to vote or direct the vote with respect to 8,515,930 shares of common stock. | ||||
| (iii) Sole power to dispose or direct the disposition. Tru St has sole power to dispose or control the disposition of 0 shares of common stock. Provco Leasing has sole power to dispose or control the disposition of 0 shares of common stock. | ||||
| (iv) Shared power to dispose or direct the disposition. As of December 31, 2022, Tru St and Provco Leasing may be deemed to have shared power to dispose of or shared power to direct the disposition of 8,515,930 shares of common stock. | ||||
| ITEM 5. | Ownership of Five Percent or Less of a Class | |||
| Not applicable. | ||||
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person | |||
| Not applicable. | ||||
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company | |||
| Not applicable. | ||||
| ITEM 8. | Identification and Classification of Members of the Group | |||
| Exhibit A attached hereto identifies each member of the group filing this Schedule 13G/A pursuant to Rule 13d-1(d). | ||||
| ITEM 9. | Notice of Dissolution of Group | |||
| Not applicable. | ||||
| ITEM 10. | Certification | |||
| Not applicable. | ||||
| CUSIP No. 457985208 | SCHEDULE 13G | Page 6 of 9 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
| TRU ST PARTNERSHIP LP | ||
| By: | /s/ Gary Dilella | |
| Name: | Gary DiLella | |
| Its: | Vice President | |
| PROVCO, LLC | ||
| By: | /s/ Gary Dilella | |
| Name: | Gary DiLella | |
| Its: | Vice President |
| CUSIP No. 457985208 | SCHEDULE 13G | Page 7 of 9 |
Exhibit Index
| Exhibit |
Title |
Page No. | ||||
| Exhibit A |
Group Members | 8 | ||||
| Exhibit B |
Joint Filing Agreement | 9 | ||||