Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0000921895-23-002456 0001580320 XXXXXXXX LIVE 4 Common Stock, $0.10 par value per share 05/07/2025 false 0000884624 68752M108 Orthofix Medical Inc. 3451 PLANO PARKWAY LEWISVILLE TX 75056 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001580320 N Engine Capital, L.P. WC N DE 3544807.00 0.00 3544807.00 0.00 3544807.00 N 9.0 PN 0001580325 N Engine Jet Capital, L.P. WC N DE 344652.00 0.00 344652.00 0.00 344652.00 N 0.9 PN 0001961580 N Engine Lift Capital, LP WC N DE 362212.00 0.00 362212.00 0.00 362212.00 N 0.9 PN 0001665590 N Engine Capital Management, LP OO N DE 4251671.00 0.00 4251671.00 0.00 4251671.00 N 10.9 PN Y Engine Capital Management GP, LLC OO N DE 4251671.00 0.00 4251671.00 0.00 4251671.00 N 10.9 OO Y Engine Investments, LLC OO N DE 3889459.00 0.00 3889459.00 0.00 3889459.00 N 9.9 OO Y Engine Investments II, LLC OO N DE 362212.00 0.00 362212.00 0.00 362212.00 N 0.9 OO 0001293424 N Ajdler Arnaud OO N C9 4251671.00 0.00 4251671.00 0.00 4251671.00 N 10.9 IN Common Stock, $0.10 par value per share Orthofix Medical Inc. 3451 PLANO PARKWAY LEWISVILLE TX 75056 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 3,544,807 Shares beneficially owned by Engine Capital is approximately $43,924,613, including brokerage commissions. The aggregate purchase price of the 344,652 Shares beneficially owned by Engine Jet is approximately $4,112,800, including brokerage commissions. The aggregate purchase price of the 362,212 Shares beneficially owned by Engine Lift is approximately $4,389,389, including brokerage commissions. Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 39,180,833 Shares outstanding as of May 2, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025. A. Engine Capital As of the date hereof, Engine Capital directly owned 3,544,807 Shares. Percentage: Approximately 9.0% B. Engine Jet As of the date hereof, Engine Jet directly owned 344,652 Shares. Percentage: 0.9% C. Engine Lift As of the date hereof, Engine Lift directly owned 362,212 Shares. Percentage: 0.9% D. Engine Management Engine Management, as the investment manager of each of Engine Capital, Engine Jet and Engine Lift, may be deemed to beneficially own the 4,251,671 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 10.9% E. Engine GP Engine GP, as the general partner of Engine Management, may be deemed to beneficially own the 4,251,671 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 10.9% F. Engine Investments Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the 3,889,459 Shares owned in the aggregate by Engine Capital and Engine Jet. Percentage: Approximately 9.9% G. Engine Investments II Engine Investments II, as the general partner of Engine Lift, may be deemed to beneficially own the 362,212 Shares owned by Engine Lift. Percentage: 0.9% H. Arnaud Ajdler Mr. Ajdler, as the managing partner of Engine Management and the managing member of each of Engine GP, Engine Investments and Engine Investments II, may be deemed to beneficially own the 4,251,671 Shares owned in the aggregate by Engine Capital, Engine Jet and Engine Lift. Percentage: Approximately 10.9% The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated as follows: A. Engine Capital 1. Sole power to vote or direct vote: 3,544,807 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,544,807 4. Shared power to dispose or direct the disposition: 0 B. Engine Jet 1. Sole power to vote or direct vote: 344,652 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 344,652 4. Shared power to dispose or direct the disposition: 0 C. Engine Lift 1. Sole power to vote or direct vote: 362,212 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 362,212 4. Shared power to dispose or direct the disposition: 0 D. Engine Management 1. Sole power to vote or direct vote: 4,251,671 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,251,671 4. Shared power to dispose or direct the disposition: 0 E. Engine GP 1. Sole power to vote or direct vote: 4,251,671 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,251,671 4. Shared power to dispose or direct the disposition: 0 F. Engine Investments 1. Sole power to vote or direct vote: 3,889,459 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,889,459 4. Shared power to dispose or direct the disposition: 0 G. Engine Investments II 1. Sole power to vote or direct vote: 362,212 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 362,212 4. Shared power to dispose or direct the disposition: 0 H. Arnaud Ajdler 1. Sole power to vote or direct vote: 4,251,671 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 4,251,671 4. Shared power to dispose or direct the disposition: 0 Item 5(c) is hereby amended and restated as follows: The transactions in the Shares during the past 60 days by certain of the Reporting Persons are set forth on Exhibit 1 attached hereto and are incorporated herein by reference. Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities Engine Capital, L.P. /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member of Engine Investments, LLC, its General Partner 05/08/2025 Engine Jet Capital, L.P. /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member of Engine Investments, LLC, its General Partner 05/08/2025 Engine Lift Capital, LP /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member of Engine Investments II, LLC, its General Partner 05/08/2025 Engine Capital Management, LP /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member of Engine Capital Management GP, LLC, its General Partner 05/08/2025 Engine Capital Management GP, LLC /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member 05/08/2025 Engine Investments, LLC /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member 05/08/2025 Engine Investments II, LLC /s/ Arnaud Ajdler Arnaud Ajdler, Managing Member 05/08/2025 Ajdler Arnaud /s/ Arnaud Ajdler Arnaud Ajdler 05/08/2025