SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Integra LifeSciences Holdings Corporation
(Name of Issuer)
Common stock, $.01 par value
(Title of Class of Securities)
457985208
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G
CUSIP No. 457985208 | Page 2 of 11 Pages |
1 |
NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
Richard E. Caruso, Ph.D. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
79,683 shares* | ||||
6 | SHARED VOTING POWER
6,623,543* | |||||
7 | SOLE DISPOSITIVE POWER
79,683* | |||||
8 | SHARED DISPOSITIVE POWER
6,623,543* | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,703,226 shares* | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.99%* | |||||
12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
* | Includes 41,612 shares of common stock that may be acquired upon exercise of options as of or within 60 days of February 1, 2012. Dr. Caruso disclaims beneficial ownership of the shares owned by Tru St Partnership LP, Provco Leasing Corporation and The Uncommon Individual Foundation as described in this Schedule 13G (Amendment No. 9) except to the extent of his pecuniary interest therein. |
13G
CUSIP No. 457985208 | Page 3 of 11 Pages |
1 |
NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
Tru St Partnership LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
6,591,205 shares | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
6,591,205 shares | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,591,205 shares | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.57% | |||||
12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
13G
CUSIP No. 457985208 | Page 4 of 11 Pages |
1 |
NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
Provco Leasing Corporation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) ¨
| |||||
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
6,614,543 shares | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
6,614,543 shares | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,614,543 shares | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.66% | |||||
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
13G
CUSIP No. 457985208 | Page 5 of 11 Pages |
1 |
NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
The Uncommon Individual Foundation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
9,000 shares | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
9,000 shares | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,000 shares | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.03% | |||||
12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
Page 6 of 11 Pages |
Item 1. | (a) |
Name of Issuer: | ||||||||||
Integra LifeSciences Holdings Corporation | ||||||||||||
(b) |
Address of Issuers Principal Executive Offices: | |||||||||||
311 Enterprise Drive, Plainsboro, New Jersey 08536 | ||||||||||||
Item 2. | (a) |
Name of Person Filing: | ||||||||||
See (c) below. | ||||||||||||
(b) |
Address of Principal Business Office or, if none, Residence: | |||||||||||
See (c) below. | ||||||||||||
(c) |
Citizenship: | |||||||||||
Richard E. Caruso Ph.D. 795 East Lancaster Ave., Suite 200 Villanova, Pennsylvania 19085 United States citizen |
||||||||||||
Tru St Partnership LP 795 East Lancaster Ave, Suite 200 Villanova, Pennsylvania 19085 Pennsylvania limited partnership |
||||||||||||
Provco Leasing Corporation 1105 N. Market Street. Suite 602 Wilmington, Delaware 19810 Delaware corporation |
||||||||||||
The Uncommon Individual Foundation 795 East Lancaster Ave, Suite 204 Villanova, Pennsylvania 19085 Pennsylvania corporation |
||||||||||||
(d) |
Title of Class of Securities: | |||||||||||
common stock, $.01 par value. | ||||||||||||
(e) |
CUSIP Number: | |||||||||||
457985208 | ||||||||||||
Item 3. | Not applicable. | |||||||||||
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: As of December 31, 2011, Dr. Caruso may be deemed the beneficial owner of 6,703,226 shares of common stock. He individually holds 38,071 shares and holds options to purchase 41,612 shares of common stock that are exercisable within 60 days of February 1, 2012. Tru St Partnership LP (Tru St) may be deemed the beneficial owner of 6,591,205 shares of common stock. Dr. Caruso is the president and sole director of Provco Leasing Corporation (Provco Leasing). Provco Leasing is the corporate general partner of Tru St. Provco Leasing is also the beneficial owner of 23,338 shares of common stock. The |
Page 7 of 11 Pages |
Uncommon Individual Foundation is the beneficial owner of 9,000 shares of common stock. Dr. Caruso is the founder and chief executive officer of The Uncommon Individual Foundation. Dr. Caruso disclaims beneficial ownership of shares held by Tru St, Provco Leasing and The Uncommon Individual Foundation except to the extent of his pecuniary interest therein. | ||||||||||
(b) | Percent of Class: Based on 26,821,221 shares of the Issuers common stock outstanding as of October 27, 2011 as reported in the Issuers Form 10-Q for the quarter ended September 30, 2011: Dr. Caruso may be deemed the beneficial owner of 24.99% of the Issuers common stock; Tru St, may be deemed the beneficial owner of 24.57% of the Issuers common stock; Provco Leasing may be deemed the beneficial owner of 24.66% of the Issuers common stock and The Uncommon Individual Foundation may be deemed the beneficial owner of 0.03% of the Issuers common stock. | |||||||||
(c) | The Reporting Persons have the power to vote or dispose of the number of shares as follows: | |||||||||
(i) | Sole power to vote or direct the vote. Dr. Caruso may be deemed to have sole power to vote or direct the vote of 79,683 shares of common stock based on his ownership of 38,071 shares and options to purchase 41,612 shares of common stock that are exercisable within 60 days of February 1, 2012. | |||||||||
(ii) | Shared power to vote or direct the vote. Dr. Caruso, Tru St, Provco Leasing and The Uncommon Individual Foundation may be deemed to share the power to vote or direct the vote with respect to 6,623,543 shares of common stock. Dr. Caruso and Tru St may be deemed to share the power to vote or direct the vote with respect to 6,591,205 shares of common stock. Dr. Caruso and Provco Leasing may be deemed to share the power to vote or direct the vote with respect to 6,614,543 shares of common stock. Dr. Caruso and The Uncommon Individual Foundation may be deemed to share the power to vote or direct the vote with respect to 9,000 shares of common stock. | |||||||||
(iii) | Sole power to dispose or direct the disposition. Dr. Caruso has sole power to dispose or control the disposition of 79,683 shares of common stock based on his ownership of 38,071 shares and options to purchase 41,612 shares of common stock that are exercisable within 60 days of February 1, 2012. | |||||||||
(iv) | Shared power to dispose or direct the disposition. Dr. Caruso, Tru St Provco Leasing and The Uncommon Individual Foundation may be deemed to have shared power to dispose of or shared power to direct the disposition of 6,623,543 shares of common stock. Dr. Caruso and Tru St may be deemed to have shared power to dispose of or shared power to direct the disposition of 6,591,205 shares of common stock. Dr. Caruso and Provco Leasing may be deemed to have shared power to dispose of or shared power to direct the disposition of 6,614,543 shares of common stock. Dr. Caruso and The Uncommon Individual Foundation may be deemed to have shared power to dispose of or direct the disposition of 9,000 shares of common stock. |
Page 8 of 11 Pages |
Item 5. | Ownership of Five Percent or less of a Class: | |||||||||
Not applicable. | ||||||||||
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 Reported on by the Parent Holding Company: | |||||||||
Not applicable | ||||||||||
Item 8. | Identification and Classification of Members of the Group: | |||||||||
Exhibit A attached hereto identifies each member of the group filing this Schedule 13G/A pursuant to Rule 13d-1(c). | ||||||||||
Item 9. | Notice of Dissolution of Group: | |||||||||
Not applicable | ||||||||||
Item 10. | Certification: | |||||||||
Not applicable. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 31, 2012 | /s/ Richard E. Caruso | |||||
Richard E. Caruso, Ph.D. | ||||||
TRU ST PARTNERSHIP LP | ||||||
By: | /s/ Richard E. Caruso | |||||
Its: | President | |||||
PROVCO LEASING CORPORATION | ||||||
By: | /s/ Richard E. Caruso | |||||
Its: | President | |||||
THE UNCOMMON INDIVIDUAL FOUNDATION | ||||||
By: | /s/ Richard E. Caruso | |||||
Its: | President |
Page 9 of 11 Pages |
Exhibit Index
Exhibit | Title | Page No. |
||||
Exhibit A |
Group Members | 12 | ||||
Exhibit B |
Joint Filing Agreement | 13 |
Page 10 of 11 Pages |
EXHIBIT A
Group Members
Richard E. Caruso, Ph.D.
Tru St Partnership LP
Provco Leasing Corporation
The Uncommon Individual Foundation
Page 11 of 11 Pages |
EXHIBIT B
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G/A (including amendments thereto) with respect to the common stock, par value $.01 per share of Integra LifeSciences Holdings Corporation, and further agree that this Joint Filing Agreement be included as Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 31st day of January 2012.
TRU ST PARTNERSHIP LP | ||||
By: /s/ Richard E. Caruso | By: | /s/ Richard E. Caruso | ||
Its: President | Richard E. Caruso, Ph.D. | |||
PROVCO LEASING CORPORATION | ||||
By: /s/ Richard E. Caruso | ||||
Its: President | ||||
THE UNCOMMON INDIVIDUAL FOUNDATION | ||||
By: Richard E. Caruso | ||||
Its: President |