SEC Form SC 13G/A filed by SeaSpine Holdings Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
SEASPINE HOLDINGS CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
81255T 108
(CUSIP Number)
December 31, 2021
(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. 81255T 108 | SCHEDULE 13G | Page 2 of 10 |
| 1 |
Names of reporting persons
Tru St Partnership LP | |||||
| 2 | Check the appropriate box if a member of a group
(a) ☒ (b) ☐
| |||||
| 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 | ||||
| 6 | Shared voting power
1,997,068 | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
1,997,068 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
1,997,068 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row 9
5.48% | |||||
| 12 | Type of reporting person
PN | |||||
| CUSIP No. 81255T 108 | SCHEDULE 13G | Page 3 of 10 |
| 1 |
Names of reporting persons
Provco Leasing Corporation | |||||
| 2 | Check the appropriate box if a member of a group
(a) ☒ (b) ☐
| |||||
| 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
7,779 | ||||
| 6 | Shared voting power
1,997,068 | |||||
| 7 | Sole dispositive power
7,779 | |||||
| 8 | Shared dispositive power
1,997,068 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person
2,004,847 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares
Not Applicable | |||||
| 11 | Percent of class represented by amount in Row 9
5.50% | |||||
| 12 | Type of reporting person
CO | |||||
| CUSIP No. 81255T 108 | SCHEDULE 13G | Page 4 of 10 |
| ITEM 1. | (a) | Name of Issuer:
SeaSpine Holdings Corporation (the “Issuer”)
| ||
| (b) | Address of Issuer’s Principal Executive Offices:
5770 Armada Drive, Carlsbad, CA 92008
| |||
| 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
Provco Leasing Corporation 1105 N. Market Street, Suite 602 Wilmington, Delaware 19810 Delaware corporation
| |||
| (d) | Title of Class of Securities:
Common Stock, $0.01 par value per share (“Common Stock”)
| |||
| (e) | CUSIP Number: 81255T 108
| |||
| ITEM 3. | Not applicable. |
| CUSIP No. 81255T 108 | SCHEDULE 13G | Page 5 of 10 |
| ITEM 4. | Ownership
| |||
| (a) | Amount beneficially owned: As of December 31, 2021, Tru St Partnership LP (“Tru St”) may be deemed the beneficial owner of 1,997,068 shares of common stock. Provco Leasing is the corporate general partner of Tru St. Provco Leasing is also the beneficial owner of 7,779 shares of common stock.
| |||
| (b) | Percent of class: Based on 36,441,778 shares of the Issuer’s common stock outstanding as publicly reported on November 1, 2021 on the Issuer’s Form 10-Q for the third quarter ended September 30, 2021, Tru St, may be deemed the beneficial owner of 5.48% of the Issuer’s common stock; Provco Leasing may be deemed the beneficial owner of 5.50% of the Issuer’s common stock.
| |||
| (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 7,779 shares of common stock.
| ||||
| (ii) Shared power to vote or direct the vote. As of December 31, 2021, Tru St and Provco Leasing may be deemed to share the power to vote or direct the vote with respect to 1,997,068 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 the sole power to dispose or control the disposition of 7,779 shares of common stock.
| ||||
| (iv) Shared power to dispose or direct the disposition. As of December 31, 2021, Tru St, and Provco Leasing may be deemed to have shared power to dispose of or shared power to direct the disposition of 1,997,068 shares of common stock. |
| CUSIP No. 81255T 108 | SCHEDULE 13G | Page 6 of 10 |
| 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 | |||
| See Exhibit 99.1 below. | ||||
| ITEM 9. | Notice of Dissolution of Group | |||
| Not applicable. | ||||
| ITEM 10. | Certification | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. | ||||
| CUSIP No. 81255T 108 | SCHEDULE 13G | Page 7 of 10 |
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, 2022
| TRU ST PARTNERSHIP LP | ||
| By: | /s/ Gary DiLella | |
| Name: Gary DiLella | ||
| Its: Vice President | ||
| PROVCO LEASING CORPORATION | ||
| By: | /s/ Gary DiLella | |
| Name: Gary DiLella | ||
| Its: Vice President | ||
| CUSIP No. 81255T 108 | SCHEDULE 13G | Page 8 of 10 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Group Members | |
| 99.2 | Joint Filing Agreement | |