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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Variable Forward Sale Contract | (1) (2) | 12/14/2004 | J(1)(2) | 1 (1) (2) | (2) | 03/28/2013 | Common Stock | 500,000 | (1) (2) | 1 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ESSIG STUART 311 C ENTERPRISE DRIVE PLAINSBORO, NJ 08536 |
X | President and CEO |
/s/ Stuart M. Essig | 12/16/2004 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On December 14, 2004, Stuart M. Essig, the President and Chief Executive Officer of Integra LifeSciences Holdings Corporation (the "Company"), entered into a variable forward sale contract (the "Forward Sale Contract") with Credit Suisse First Boston Capital LLC ("CSFB") for 500,000 shares of the Company's common stock. Pursuant to the terms of the Forward Sale Contract, CSFB will sell up to 500,000 shares of the Company's common stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. |
(2) | The terms of the Forward Sale Contract provide that on March 28, 2013 (the "Settlement Date"), Mr. Essig will deliver between 264,550 and 500,000 shares of the Company's common stock (or, at the election of Mr. Essig, the cash equivalent of such shares) to CSFB. The number of shares (or the cash equivalent of such shares) that Mr. Essig will be required to deliver to CSFB will depend upon the average price of the Company's common stock for the 20 trading days prior to and including the Settlement Date. |