SEC Info - Link Max - ‘3’ for 2/12/14 re: Amedica Corp.

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

LINK MAX

(Last)

(First)

(Middle)

C/O AMEDICA CORPORATION

1885 WEST 2100 SOUTH

(Street)

SALT LAKE CITY

84119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
2/12/14

3. Issuer Name and Ticker or Trading Symbol
AMEDICA Corp [ AMDA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,802 ⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant to Purchase Shares of Common Stock	⁽²⁾	⁽²⁾	Common Stock	2,424 ⁽²⁾	⁽²⁾	D
Series A-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	19,398 ⁽³⁾	⁽³⁾	D
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	4,347 ⁽⁴⁾	⁽⁴⁾	D
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,767 ⁽⁵⁾	⁽⁵⁾	D
Series E Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,102 ⁽⁶⁾	⁽⁶⁾	D
Series F Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	31,250 ⁽⁷⁾	⁽⁷⁾	D
Stock Options (right to buy)	⁽⁸⁾ ⁽⁹⁾	⁽⁸⁾ ⁽⁹⁾	Common Stock	3,782 ⁽⁸⁾ ⁽⁹⁾	⁽⁸⁾ ⁽⁹⁾	D

Explanation of Responses:

(1) Includes 581 restricted stock units, each of which represents a contingent right to receive one share of the Issuer's Common Stock. The restricted stock units vest on the earlier of a change in control or the date of the expiration of the lock up period imposed on the Reporting Person after the completion of the closing of the underwritten initial public offering of shares of the Issuer's Common Stock.

(2) Includes a warrant to purchase 484 shares of the Issuer's Common Stock with an exercise price of $17.53 per share of Common Stock exercisable at any time and expiring March 4, 2018; and a warrant to purchase 1,940 shares of the Issuer's Common Stock with an exercise price of $25.77 per share of Common Stock exercisable at any time and expiring on August 30, 2018.

(3) Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series A-1 Convertible Preferred Stock will convert into 1.5000 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series A-1 Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities.

(4) Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series C Convertible Preferred Stock will convert into 1.1206 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series C Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities.

(5) Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series D Convertible Preferred Stock will convert into 1.3014 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series D Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities.

(6) Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series E Convertible Preferred Stock will convert into 1.1363 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series E Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities.

(7) Upon the closing of the Issuer's initial public offering of shares of its Common Stock, each share of Series F Convertible Preferred Stock will convert into 6.4437 shares of the Issuer's Common Stock pursuant to the terms of the Certificate of Designation for Series F Convertible Preferred Stock of the Issuer. This conversion is reflected in column 3 in the amount of securities underlying the derivative securities.

(8) Includes options to purchase 218 shares of Common Stock at an exercise price of $15.46 per share, exercisable at any time and expiring December 15, 2014; options to purchase 363 shares of at an exercise price of $25.77 per share, exercisable at any time and expiring December 12, 2015; options to purchase 582 shares of Common Stock at an exercise price of $25.77 per share, exercisable at any time and expiring December 11, 2016; options to purchase 582 shares of Common Stock at an exercise price of $25.77 per share, exercisable at any time and expiring December 9, 2020; options to purchase 582 shares of Common Stock at an exercise price of $25.77 per share, exercisable at any time and expiring December 8, 2021; (Continued in Footnote 9)

(9) options to purchase 582 shares of Common Stock at an exercise price of $25.77 per share, exercisable at any time and expiring March 15, 2022; options to purchase 291 shares of Common Stock at an exercise price of $25.77 per share, exercisable at any time and expiring March 15, 2022; options to purchase 582 shares of Common Stock at an exercise price of $25.77 per share, exercisable at any time and expiring March 15, 2022.

Remarks:

	/s/ Jonathan Ursprung	2/12/14
	** 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 5 (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.
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Link Max – ‘3’ for 2/12/14 re: Amedica Corp.

On: Wednesday, 2/12/14, at 9:04pm ET · For: 2/12/14 · As: Director · Accession #: 1209191-14-9984 · File #: 1-33624

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Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Form 3 Submission — doc3.xml/2.6