Sec Form 13G Filing - Glen Capital Partners Focus Fund L.P. filing for SURGALIGN HOLDINGS INC. (SRGA) - 2020-01-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 74975N105

13G

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Glen Capital Partners Focus Fund, L.P. (EIN 46-2135960)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

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 -

6.

Shared Voting Power
4,650,452

7.

Sole Dispositive Power
- 0 -

8.

Shared Dispositive Power
4,650,452

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,650,452

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.3%

12.

Type of Reporting Person (See Instructions)
PN

CUSIP No. 74975N105

13G

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Glen Capital Partners LLC (EIN 46-1943999)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

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 -

6.

Shared Voting Power
4,650,452

7.

Sole Dispositive Power
- 0 -

8.

Shared Dispositive Power
4,650,452

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,650,452

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.3%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 74975N105

13G

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Glen Capital Partners GP LLC (EIN 46-2147160)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Pe rson With

5.

Sole Voting Power
- 0 -

6.

Shared Voting Power
4,650,452

7.

Sole Dispositive Power
- 0 -

8.

Shared Dispositive Power
4,650,452

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,650,452

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.3%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 74975N105

13G

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Gregory L. Summe

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

x

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
USA

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
- 0 -

6.

Shared Voting Power
5,117,616 (1)

7.

Sole Dispositive Power
- 0 -

8.

Shared Dispositive Power
5,117,616 (1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,117,616

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.9%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 74975N105

13G

Item 1.

(a)

Name of Issuer
RTI Surgical Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices
520 Lake Cook Road, Suite 315

Deerfield, Illinois 60015

Item 2.

(a)

Name of Person(s) Filing
Glen Capital Partners Focus Fund, L.P.

Glen Capital Partners LLC

Glen Capital Partners GP LLC

Gregory L. Summe

(b)

Address of the Principal Office or, if none, residence
4851 Tamiami Trail N. Suite 200, Naples, FL 34103

(c)

Citizenship
Glen Capital Partners Focus Fund, L.P. is a Delaware limited partnership
Glen Capital Partners LLC is a Delaware limited liability company
Glen Capital Partners GP LLC is a Delaware limited liability company
Gregory L. Summe is a United States citizen

(d)

Title of Class of Securities
Common Stock, $0.001 par value

(e )

CUSIP Number
74975N105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

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:   

Glen Capital Partners Focus Fund, L.P.: 4,650,452

Glen Capital Partners LLC: 4,650,452

Glen Capital Partners GP LLC: 4,650,452

Gregory L. Summe: 5,117,616 (1)

(b)

Percent of class:   

Glen Capital Partners Focus Fund, L.P.: 6.3%

Glen Capital Partners LLC: 6.3%

Glen Capital Partners GP LLC: 6.3%

Gregory L. Summe: 6.9% (1)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:   

Glen Capital Partners Focus Fund, L.P.: - 0 -

Glen Capital Partners LLC: - 0 -

Glen Capital Partners GP LLC: - 0 -

Gregory L. Summe: - 0 -

(ii)

Shared power to vote or to direct the vote:    

Glen Capital Partners Focus Fund, L.P.:  4,650,452

Glen Capital Partners LLC:  4,650,452

Glen Capital Partners GP LLC:  4,650,452

Gregory L. Summe: 5,117,616 (1)

(iii)

Sole power to dispose or to direct the disposition of:   

Glen Capital Partners Focus Fund, L.P.: - 0 -

Glen Capital Partners LLC: - 0 -

Glen Capital Partners GP LLC: - 0 -

Gregory L. Summe: - 0 -

(iv)

Shared power to dispose or to direct the disposition of:   

Glen Capital Partners Focus Fund, L.P.:  4,650,452

Glen Capital Partners LLC:  4,650,452

Glen Capital Partners GP LLC:  4,650,452

Gregory L. Summe: 5,117,616 (1)

(1)  Includes Common Stock held by members of Mr. Summe’s family where he shares voting and investment control.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.   o

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.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

CUSIP No. 74975N105

13G

Item 10.

Certification.

(b)

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 a cquired 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.

01/14/2020

Date

/s/ Gregory L. Summe

Gregory L. Summe, individually, and as the sole member of Glen Capital Partners LLC and Glen Capital Partners GP LLC for itself and as the general partner of Glen Capital Partners Focus Fund, L.P.

/s/ Gregory L. Summe

Gregory L. Summe, individually, and as the sole member of Glen Capital Partners LLC and Glen Capital Partners GP LLC for itself and as the general partner of Glen Capital Partners Focus Fund, L.P.