Orthofix International N.V.
ORTHOFIX INTERNATIONAL N V (Form: 4, Received: 07/10/2017 18:05:07)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOODWIN ROBERT ALLEN II
2. Issuer Name and Ticker or Trading Symbol

ORTHOFIX INTERNATIONAL N V [ OFIX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President Biologics
(Last)          (First)          (Middle)

3451 PLANO PKWY
3. Date of Earliest Transaction (MM/DD/YYYY)

7/3/2017
(Street)

LEWISVILLE, TX 75056
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   7/3/2017     A    2440   (1) A $0.00   37332   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $46.10   7/3/2017     A      8516         (2) 7/3/2027   Common Stock   8516   $0.00   8516   D    
Performance Share Units   $0.00   7/3/2017     A      4881         (3) 7/3/2020   Common Stock   4881   $0.00   4881   D    

Explanation of Responses:
(1)  Represents time-based vesting restricted stock that vests in 25% increments on the first, second, third and fourth anniversaries of the grant date, July 3, 2017.
(2)  These stock options vest in 25% increments on the first, second, third and fourth anniversaries of the grant date, July 3, 2017.
(3)  Represents market-based vesting performance stock units ("PSUs") that will settle as common stock on a one-for-one basis. The performance period of the grant is defined as July 3, 2017 to July 3, 2020. The PSUs will vest based on the percentile rank of the Company's total shareholder return ("TSR") over the performance period in relation to the TSR of the specified index companies. The index companies are based upon the companies included within the S&P Healthcare Select Sector index as of July 3, 2017, the grant date. In the event that the Company's TSR ranks at the 75th percentile or greater for the performance period, 200% of the PSUs will vest. In the event that the Company's TSR ranks between the 50th percentile and the 75th percentile, 100-200% of the PSUs will vest and 50-100% of the PSUs will vest if the Company's TSR ranks between the 25th percentile and 50th percentile. No PSUs will vest if the Company ranks below the 25th percentile.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOODWIN ROBERT ALLEN II
3451 PLANO PKWY
LEWISVILLE, TX 75056


President Biologics

Signatures
/s/ Doug Rice, Chief Financial Officer, by power of attorney 7/10/2017
** 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 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).
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