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Form 4 Xtant Medical Holdings, For: Aug 15 Filed by: ORBIMED ADVISORS LLC

August 17, 2022 4:32 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
ORBIMED ADVISORS LLC

(Last) (First) (Middle)
601 LEXINGTON AVENUE
54TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Xtant Medical Holdings, Inc. [ XTNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.000001 par value 08/15/2022   J (1)   215,415 (2) A $ 0 215,415 (2) I See Footnotes (3) (4)
Common Stock, $0.000001 par value 08/15/2022   J (5)   215,415 (2) A $ 0 215,415 (2) I See Footnotes (3) (4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This restricted stock unit award was granted to Michael Eggenberg ("Eggenberg"), a director of Xtant Medical Holdings, Inc. ("Xtant").
2. These shares are subject to restricted stock unit awards granted under the Xtant Medical Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan, and vest and become issuable on August 23, 2023, conditioned upon each of Eggenberg and Matthew Rizzo ("Rizzo") remaining a director of Xtant through the vesting date.
3. See Exhibit 99.1.
4. This report on Form 4 is jointly filed by OrbiMed Advisors and ROF II. Each of OrbiMed Advisors and ROF II disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated certain representatives, including Rizzo and Eggenberg, to serve on Xtant's board of directors. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act or for any other purposes.
5. This restricted stock unit award was granted to Rizzo, a director of Xtant.
/s/ Sven H. Borho, Member of OrbiMed Advisors LLC 08/17/2022
** Signature of Reporting Person Date
/s/ Sven H. Borho, Member of OrbiMed ROF II LLC 08/17/2022
** Signature of Reporting Person Date
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 08/17/2022
** Signature of Reporting Person Date
/s/ Carl L. Gordon, Member of OrbiMed ROF II LLC 08/17/2022
** Signature of Reporting Person Date
/s/ W. Carter Neild, Member of OrbiMed Advisors LLC 08/17/2022
** Signature of Reporting Person Date
/s/ W. Carter Neild, Member of OrbiMed ROF II LLC 08/17/2022
** 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 4 (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.
EXHIBIT 99.1

Upon vesting of the restricted stock unit award,
ownership of the shares underlying the restricted
stock unit award will be transferred to ROS Acquisition
Offshore LP (ROS Acquisition) and OrbiMed Royalty
Opportunities II, LP (ORO II). OrbiMed Advisors LLC
(OrbiMed Advisors), a registered investment advisor
under the Investment Advisors Act of 1940, as amended,
is the investment manager of ROS Acquisition. OrbiMed
Advisors is the managing member of OrbiMed ROF II LLC
(ROF II). ROF II is the general partner of ORO II.
OrbiMed Advisors may be deemed to have voting and
investment power with respect to the securities held
by ROS Acquisition. Each of OrbiMed Advisors and ROF II
may be deemed to have voting and investment power
with respect to the securities held by ORO II. OrbiMed
Advisors exercises its voting and investment power
through a management committee comprised of Carl L.
Gordon, Sven H. Borho, and W. Carter Neild, each of
disclaims beneficial ownership of the securities held
by ROS Acquisition and ORO II.




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