Sec Form 13G Filing - Paul David C filing for GLOBUS MEDICAL INC (GMED) - 2024-02-14

The remainder of this cover page shall be filled out for a reporting person’s initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 Name of Reporting Person

 I.R.S. Identification No. of Above Person (Entities Only)

 David C. Paul

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

Not Applicable

 SEC Use Only

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

with

 Sole Voting Power

 779,434 (1)

 Shared Voting Power

 20,525,324 (2)(3)

 Sole Dispositive Power

 779,434 (1)

 Shared Dispositive Power

 20,525,324 (2)(3)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 21,304,758 (2)(3)

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☑ (4)

 Percent of Class Represented by Amount in Row (9)

 15.76% (5)(6)

 Type of Reporting Person

 IN

Consists of (a) 608,334 shares of Class A common stock subject to options held by the reporting person that are exercisable within 60 days of December 31, 2023, and (b) 171,100 shares of Class B common stock held by the Sonali Paul Children’s Irrevocable Trust, of which the reporting person is trustee.

The holders of Class B common stock are entitled to 10 votes per share of Class B common stock. Each share of Class B common stock is convertible into the Issuer’s Class A common stock on a 1-for-1 basis (a) at any time at the option of the holder of such share, (b) upon the transfer of such share (subject to certain exceptions for transfers not involving a sale, such as transfers not constituting a change in beneficial ownership, estate planning transfers and gifts), and (c) if the Class B common stock held by the holder of such share plus that holder’s affiliates represents less than 5% of the Issuer’s outstanding common stock.

Does not include 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10. The reporting person’s spouse is trustee of the trust.

Does not include 171,100 shares of Class B common stock held by the David C. Paul Children’s Trust in which the reporting person disclaims beneficial ownership.

Based on shares outstanding equal to: (a) 113,905,565 shares of Class A common stock outstanding as of December 31, 2023, as reported by the Issuer to the reporting person, plus (b) 608,334 shares of Class A common stock subject to options that are exercisable within 60 days of December 31, 2023, plus (c) 20,696,424 shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person.

Assumes conversion of all of the Class B common stock beneficially owned by the reporting person into, and exercise of all of the reporting person’s vested options for, shares of Class A common stock.

 Name of Reporting Person

 I.R.S. Identification No. of Above Person (Entities Only)

 Sonali Paul

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 Not Applicable

 SEC Use Only

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned By

Each

Reporting

Person

with

 Sole Voting Power

 1,562,573 (7)(8)

 Shared Voting Power

 20,525,324 (9)(10)

 Sole Dispositive Power

 1,562,573 (7)(8)

 Shared Dispositive Power

 20,525,324 (9)(10)

 Aggregate Amount Beneficially Owned by Each Reporting Person

 22,087,897 (9)(10)

 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 ☑ (8)

 Percent of Class Represented by Amount in Row (9)

 16.24% (11)(12)

 Type of Reporting Person

 IN

Consists of 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10, of which the reporting person is trustee.

Does not include 171,100 shares of Class B common stock held by the David C. Paul Children’s Trust in which the reporting person disclaims beneficial ownership.

The holders of Class B common stock are entitled to 10 votes per share of Class B common stock. Each share of Class B common stock is convertible into the Issuer’s Class A common stock on a 1-for-1 basis (a) at any time at the option of the holder of such share, (b) upon the transfer of such share (subject to certain exceptions for transfers not involving a sale, such as transfers not constituting a change in beneficial ownership, estate planning transfers and gifts), and (c) if the Class B common stock held by the holder of such share plus that holder’s affiliates represents less than 5% of the Issuer’s outstanding common stock.

Does not include 608,334 shares of Class A common stock subject to options held by the reporting person’s spouse that are exercisable within 60 days of December 31, 2023.

Based on shares outstanding equal to: (a) 113,905,565 shares of Class A common stock outstanding as of December 31, 2023, as reported by the Issuer to the reporting person, plus (b) 22,087,897 shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person.

Assumes conversion of all of the Class B common stock beneficially owned by the reporting person into shares of Class A common stock.

Name of Issuer

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office, or if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c)

Ownership

(a)

(b)

(c)

Includes 608,334 shares of Class A common stock subject to options held by David C. Paul that are exercisable within 60 days of December 31, 2023.

Includes 171,100 shares of Class B common stock held by the Sonali Paul Children’s Irrevocable Trust, of which David C. Paul is trustee. The shares are held in trust for the benefit of the reporting person’s children.

The holders of Class B common stock are entitled to 10 votes per share of Class B common stock. Each share of Class B common stock is convertible into the Issuer’s Class A common stock on a 1-for-1 basis (a) at any time at the option of the holder of such share, (b) upon the transfer of such share (subject to certain exceptions for transfers not involving a sale, such as transfers not constituting a change in beneficial ownership, estate planning transfers and gifts), and (c) if the Class B common stock held by the holder of such share plus that holder’s affiliates represents less than 5% of the Issuers outstanding common stock.

Does not include 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10, of which Sonali Paul is trustee. The shares are held in trust for the benefit of Sonali Paul and the reporting person’s children.

Includes 20,525,324 shares of Class B common stock held directly by David C. Paul and Sonali Paul.

Includes 1,562,573 shares of Class B common stock held by the Paul Family Irrevocable Trust U/A/D 4/6/10.

Does not include 608,334 shares of Class A common stock subject to options held by David C. Paul that are exercisable within 60 days of December 31, 2023.

Based on shares outstanding equal to: (a) 113,905,565 shares of Class A common stock outstanding as of December 31, 2023, as reported by the Issuer to the reporting person, plus (b) 608,334 shares of Class A common stock subject to options that are exercisable within 60 days of December 31, 2023, plus (c) 171,100 shares of Class B common stock held by the Sonali Paul Children’s Irrevocable Trust, of which David C. Paul is trustee, plus (d) 20,525,324 shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of computing the percentage ownership of David C. Paul.

Assumes conversion of all of the Class B common stock beneficially owned by David C. Paul into, and exercise of all of the reporting person’s vested options for, shares of Class A common stock.

Based on shares outstanding equal to: (a) 113,905,565 shares of Class A common stock outstanding as of December 31, 2023, as reported by the Issuer to the reporting person, plus (b) 22,087,097 of shares of Class B common stock, which are treated as converted into Class A common stock for the purpose of computing the percentage ownership of the reporting person.

Assumes conversion of all of the Class B common stock beneficially owned by Sonali Paul into shares of Class A common stock.

Ownership of Five Percent or Less of a Class

Ownership of More than Five Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Identification and Classification of Members of the Group

Notice of Dissolution of Group

Certification