Engine Capital Amends Orthofix Medical Stake Filing

TL;DR

Engine Capital just updated its Orthofix stake filing - watch for potential moves.

AI Summary

Engine Capital, L.P. filed an amendment (No. 2) to its Schedule 13D on April 22, 2024, regarding its holdings in Orthofix Medical Inc. The filing indicates a change in the beneficial ownership of the company's common stock, though specific new percentage or share counts are not detailed in this excerpt. Engine Capital, L.P. is a Delaware-incorporated entity based in New York.

Why It Matters

This filing signals potential strategic shifts or increased activist investor interest in Orthofix Medical Inc., which could influence the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often precede significant corporate actions or proxy fights, indicating potential volatility.

Key Players & Entities

• Engine Capital, L.P. (company) — Filing entity
• Orthofix Medical Inc. (company) — Subject company
• 20240422 (date) — Filing date

FAQ

Key Financial Figures

• $0.10 — Inc. (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class o
• $30,121,439 — wned by Engine Capital is approximately $30,121,439, including brokerage commissions. The a
• $3,508,642 — ly owned by Engine Jet is approximately $3,508,642, including brokerage commissions. The a
• $3,227,280 — y owned by Engine Lift is approximately $3,227,280, including brokerage commissions. Item

Filing Documents

• sc13da209488ofix_04222024.htm (SC 13D/A) — 253KB
• ex991to13da209488ofix_042224.pdf (SC 13D/A) — 133KB
• 0000921895-24-000933.txt ( ) — 438KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated as follows: The Shares purchased by each of Engine Capital, Engine Jet and Engine Lift were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,565,743 Shares beneficially owned by Engine Capital is approximately $30,121,439, including brokerage commissions. The aggregate purchase price of the 299,117 Shares beneficially owned by Engine Jet is approximately $3,508,642, including brokerage commissions. The aggregate purchase price of the 273,942 Shares beneficially owned by Engine Lift is approximately $3,227,280, including brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On April 19, 2024, Engine Capital and certain of its affiliates (collectively, “Engine”) entered into an amendment (the “Amendment”) to that certain Cooperation Agreement, dated December 11, 2023 (the “Cooperation Agreement”) with the Issuer. The Amendment provides that if the Issuer’s Board of Directors (the “Board”) determines in good faith after consulting with counsel that it would violate the Board’s fiduciary duties under applicable law for the Board to recommend, support and solicit proxies for the election of any of Alan L. Bazaar, Michael M. Finegan or Charles R. Kummeth (each, a “Specified Director”) at the Issuer’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) in the same manner as for the Issuer’s other nominees at the 2024 Annual Meeting, then the Board will not be required to recommend, support and solicit proxies for the applicable Specified Director, and Engine will be permitted to solicit proxies in favor of any such Specified Director, make statements and announcements, and otherwise engage in communications with stockholders in connection with such solicitation. In addition, the Amendment confirms that certain other obligations of the Issuer under the Cooperation Agreement are subject to the exercise of the Board’s fiduciary duties under applicable law, and provides that if the Issuer fails to take specified actions as a result of the Board determining in good faith after consultation with counsel that taking actions would violate the Board’s fiduciary duties, that standstill provisions currently applicable to Engine would cease to remain in effect. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 37,406,644 Shares outstanding as of March 1, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2024. 10 CUSIP No. 68752M108 A. Engine Capital (a) As of the date hereof, Engine Capital directly owned 2,565,743 Shares. Percentage: Approximately 6.9% (b) 1. Sole power to vote or direct vote: 2,565,743 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,565,743 4. Shared power to dispose or direct the disposition: 0 B. Engine Jet (a) As of the date hereof, Engine Jet directly owned 299,117 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 299,117 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 299,117 4. Shared power to dispose or direct the disposition: 0 C. Engine Lift (a) As of the date hereof, Engine Lift directly owned 273,942 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 273,942 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 273,942 4. Shared power to dispose or direct the disposition: 0 D. Engine Management (a) Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Lift, may be deemed to beneficially own the 3,138,802 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 8.4% (b) 1. Sole power to vote or direct vote: 3,138,802 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,138,802 4. Shared power to dispose or direct the disposition: 0 E. Engine GP (a) Engine GP, as

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On April 19, 2024, Engine and the Issuer entered into the Amendment, as defined and described in Item 4 above, which is attached as Exhibit 99.1 and incorporated herein by reference.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibit: 99.1 First Amendment to Cooperation Agreement by and among Engine Capital, L.P., Engine Jet Capital, L.P., Engine Lift Capital, LP, Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC, Engine Investments II, LLC, Arnaud Ajdler and Orthofix Medical Inc., dated April 19, 2024. 13 CUSIP No. 68752M108

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 22, 2024 Engine Capital, L.P. By: Engine Investments, LLC, General Partner By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Jet Capital, L.P. By: Engine Investments, LLC, General Partner By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Lift Capital, LP By: Engine Investments II, LLC, General Partner By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Capital Management, LP By: Engine Capital Management GP, LLC, General Partner By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member 14 CUSIP No. 68752M108 Engine Capital Management GP, LLC By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Investments, LLC By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member Engine Investments II, LLC By: /s/ Arnaud Ajdler Name: Arnaud Ajdler Title: Managing Member /s/ Arnaud Ajdler Arnaud Ajdler 15 CUSIP No. 68752M108 SCHEDULE A Transactions in the Shares of the Issuer During the Past 60 Days Nature of Transaction Amount of Securities Purchased Price per Share ($) Date of Purchase ENGINE CAPITAL L.P. Purchase of Common Stock 1,600 13.2491 04/12/2024 Purchase of Common Stock 24,859 13.0615 04/15/2024 Purchase of Common Stock 4,373 13.0914 04/16/2024 Purchase of Common Stock 25,020 12.9666 04/17/2024 Purchase of Common Stock 30,734 13.0198 04/18/2024 ENGINE LIFT CAPITAL, LP Purchase of Common Stock 4,948 13.0615 04/15/2024 Purchase of Common Stock 870 13.0914 04/16/2024 Purchase of Common Stock 4,980 12.9666 04/17/2024 Purchase of Common Stock 6,117 13.0198 04/18/2024

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