SEC Form 4 · accession 0001144204-17-052690

ORTHOPEDIATRICS CORP · KIDS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David R Pelizzon

Director

Period of report

Oct 16, 2017

Accepted (ET)

Oct 16, 2017 · 6:07 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001425450

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F4,F5	Oct 16, 2017	C	3,455,833	—	A	3,458,379	I	See footnote
Common Stock^F2,F4,F5	Oct 16, 2017	C	1,920,062	—	A	5,378,441	I	See footnote
Common Stock^F3	Oct 16, 2017	P	10,000	$13.00	A	10,000	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F5,F4	—	Oct 16, 2017	C	1,000,000	D	—	—	Common Stock	670,000	0	I
Series B Convertible Preferred Stock^F5,F4	—	Oct 16, 2017	C	4,157,960	D	—	—	Common Stock	2,785,833	0	I

Explanation of responses

F1Represents shares received upon conversion of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock immediately prior to the completion of the Issuer's initial public offering.
F2Represents shares received upon conversion of a $16.0 million preference payment, and approximately $8.96 million of accrued and unpaid dividends, on the Series A Convertible Preferred Stock immediately prior to the completion of the Issuer's initial public offering.
F3Represents shares that were purchased through a directed share program in connection with the Issuer's initial public offering.
F4Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock converted into approximately 0.67 shares of Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. In connection with the conversion of the Series A Convertible Preferred Stock into Common Stock, a $16.00 million preference payment, and approximately $8.96 million of accrued and unpaid dividends, on the Series A Convertible Preferred Stock converted into 1,920,062 shares of Common Stock for no additional consideration at a conversion price of $13.00 per share (the initial public offering price of the Common Stock).
F5These shares are held by Squadron Capital LLC ("Squadron"). As the President and a member of the Managing Committee of Squadron, the reporting person may be deemed to be the beneficial owner of these shares. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership for purposes of Section 16 or for any other purpose.