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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WATER STREET HEALTHCARE PARTNERS II LP   2. Issuer Name and Ticker or Trading Symbol RTI SURGICAL, INC. [RTIX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 333 WEST WACKER DRIVE, SUITE 2800 3. Date of Earliest Transaction (Month/Day/Year) 07/29/2013 (Street) CHICAGO, IL 60606 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 07/29/2013   A   14,634 (1) (2) A $ 0 14,634 I See Footnote (1) (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WATER STREET HEALTHCARE PARTNERS II LP 333 WEST WACKER DRIVE, SUITE 2800 CHICAGO, IL 60606		X
WATER STREET HEALTHCARE MANAGEMENT II, LP 333 WEST WACKER DRIVE, SUITE 2800 CHICAGO, IL 60606		X
WATER STREET HEALTHCARE PARTNERS, LLC 333 WEST WACKER DRIVE, SUITE 2800 CHICAGO, IL 60606		X

Signatures

WATER STREET HEALTHCARE PARTNERS II, L.P., By: Water Street Healthcare Management II, L.P., Its: General Partner, By: Water Street Healthcare Partners, LLC , Its: General Partner., By: /s/ Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory		07/31/2013
**Signature of Reporting Person		Date
WATER STREET HEALTHCARE MANAGEMENT II, L.P., By: Water Street Healthcare Partners, LLC, Its: General Partner, By: /s/ Jeffery Holway, Name: Jeffrey Holway, Its: Authorized Signatory		07/31/2013
**Signature of Reporting Person		Date
WATER STREET HEALTHCARE PARTNERS, LLC, By: /s/ Jeffrey Holway, Name: Jeffrey Holway, Its: Authorized Signatory		07/31/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares of restricted stock of RTI Surgical, Inc. (the "Company") granted to Ned Hoye Villers as part of the director compensation program of the Company, all of which will vest on the first anniversary of the date of grant. Mr. Villers is a limited partner of Water Street Healthcare Management II, L.P. (the "General Partner"). Pursuant to the limited partnership agreement of the General Partner, Mr. Villers is required to turn over all director's fees received from the Company to the General Partner. Pursuant to the limited partnership agreement of Water Street Healthcare Partners II, L.P. (the "Fund"), the General Partner is required to offset such director's fees against the management fee paid by the Fund to the General Partner.(Continued in footnote 2)
(2)	The sole general partner of the General Partner is Water Street Healthcare Partners, LLC. Each of the Fund, Water Street Healthcare Management II, L.P. and Water Street Healthcare Partners, LLC disclaims beneficial ownership of the restricted common stock shares, except to the extent of its pecuniary interest therein.

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