SEC Form 4 · accession 0001144204-17-052691
ORTHOPEDIATRICS CORP · KIDS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Squadron Capital LLC
10% Owner
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 StockF1,F3 | Oct 16, 2017 | C | 3,455,833 | — | A | 3,458,379 | D | |
| Common StockF2,F3 | Oct 16, 2017 | C | 1,920,062 | — | A | 5,378,441 | 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 StockF3 | — | Oct 16, 2017 | C | 1,000,000 | D | — | — | Common Stock | 670,000 | 0 | D |
| Series B Convertible Preferred StockF3 | — | Oct 16, 2017 | C | 4,157,960 | D | — | — | Common Stock | 2,785,833 | 0 | D |
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.
- F3Each 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).