Edgar Filing: INTEGRA LIFESCIENCES HOLDINGS CORP

Group Members

Joint Filing Agreement

Amendment No. 11 to Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

Integra LifeSciences Holdings Corporation

(Name of Issuer)

Common stock, $.01 par value

(Title of Class of Securities)

457985208

(CUSIP Number)

December 31, 2013

(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 person’s 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 12 Pages


1	NAME OF REPORTING PERSON: Richard E. Caruso, Ph.D. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
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 102,917 shares*
		6	SHARED VOTING POWER 6,112,689*
		7	SOLE DISPOSITIVE POWER 102,917*
		8	SHARED DISPOSITIVE POWER 6,112,689*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,215,606 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 22.11%*
12	TYPE OF REPORTING PERSON (See Instructions) IN

Includes 59,366 shares of common stock that may be acquired upon exercise of options as of or within 60 days of February 1, 2014. 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. 10) except to the extent of his pecuniary interest therein.

13G


CUSIP No. 457985208		Page 3 of 12 Pages


1	NAME OF REPORTING PERSON: Tru St Partnership LP I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
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 5,991,205 shares
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 5,991,205 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,991,205 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 21.31%
12	TYPE OF REPORTING PERSON (See Instructions) PN

13G


CUSIP No. 457985208		Page 4 of 12 Pages


1	NAME OF REPORTING PERSON: Provco Leasing Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
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 23,338
		6	SHARED VOTING POWER 5,991,205 shares
		7	SOLE DISPOSITIVE POWER 23,338
		8	SHARED DISPOSITIVE POWER 5,991,205 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,014,543 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 21.39%
12	TYPE OF REPORTING PERSON (See Instructions) CO

13G


CUSIP No. 457985208		Page 5 of 12 Pages


1	NAME OF REPORTING PERSON: The Uncommon Individual Foundation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only):
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 98,146 shares*
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 98,146 shares*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,146 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 0.35%
12	TYPE OF REPORTING PERSON (See Instructions) CO

*	On January 15, 2013 the Uncommon Individual Foundation transferred 510,854 shares of common stock to Credit Suisse pursuant to a variable forward purchase contract.


		Page 6 of 12 Pages

Item 1.

(a)

Name of Issuer: Integra LifeSciences Holdings Corporation

(b)

Address of Issuer’s 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 Avenue, 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, 2013, Dr. Caruso may be deemed the beneficial owner of 6,215,606 shares of common stock. He individually holds 43,551 shares and holds options to purchase 59,366 shares of common stock that are exercisable within 60 days of February 1, 2014. Tru St Partnership LP (“Tru St”) may be deemed the beneficial owner of 5,991,205 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 Uncommon Individual Foundation is the beneficial owner of 98,146 shares of common stock as of December 31, 2013. 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. On January 15, 2013 the Uncommon Individual Foundation transferred 510,854 shares of common stock to Credit Suisse pursuant to a variable forward purchase contract.


		Page 7 of 12 Pages

(b)

Percent of Class: Based on 28,113,418 shares of the Issuer’s common stock outstanding as of October 30, 2013 as reported in the Issuer’s Form 10-Q for the quarter ended September 30, 2013: Dr. Caruso may be deemed the beneficial owner of 22.11% of the Issuer’s common stock; Tru St, may be deemed the beneficial owner of 21.31% of the Issuer’s common stock; Provco Leasing may be deemed the beneficial owner of 21.39% of the Issuer’s common stock and The Uncommon Individual Foundation may be deemed the beneficial owner of 0.35% of the Issuer’s common stock as of December 31, 2013. On January 15, 2013 the Uncommon Individual Foundation transferred 510,854 shares of common stock to Credit Suisse pursuant to a variable forward purchase contract.

(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 102,917 shares of common stock based on his ownership of 43,551 shares and options to purchase 59,366 shares of common stock that are exercisable within 60 days of February 1, 2014.

(ii)

Shared power to vote or direct the vote. As of December 31, 2013, 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 6,112,689 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 5,991,205 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 6,014,543 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 98,146 shares of common stock as of December 31, 2013. On January 15, 2013 the Uncommon Individual Foundation transferred 510,854 shares of common stock to Credit Suisse pursuant to a variable forward purchase contract.

(iii)

Sole power to dispose or direct the disposition. Dr. Caruso has sole power to dispose or control the disposition of 102,917 shares of common stock based on his ownership of 43,551 shares and options to purchase 59,366 shares of common stock that are exercisable within 60 days of February 1, 2014.

(iv)

Shared power to dispose or direct the disposition. As of December 31, 2013, 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 6,112,689 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 5,991,205 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 6,014,543 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 98,146 shares of common stock as of December 31, 2013. On January 15, 2013 the Uncommon Individual Foundation transferred 510,854 shares of common stock to Credit Suisse pursuant to a variable forward purchase contract.


		Page 8 of 12 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: February 3, 2014						/s/ Richard E. Caruso, Ph.D.
						Richard E. Caruso, Ph.D.


TRU ST PARTNERSHIP LP

By:		/s/ Richard E. Caruso, Ph.D.
Its:		President


		Page 9 of 12 Pages


PROVCO LEASING CORPORATION

By:		/s/ Richard E. Caruso, Ph.D.
Its:		President

THE UNCOMMON INDIVIDUAL FOUNDATION

By:		/s/ Richard E. Caruso, Ph.D.
Its:		President


		Page 10 of 12 Pages

Exhibit Index