SEC Form 4 · accession 0000904454-15-000077
K2M GROUP HOLDINGS, INC. · KTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jonathan M Rather
10% Owner
D Scott Mackesy
10% Owner
Sean Traynor
Director
WCAS Capital Partners IV, L.P.
10% Owner
Michael Donovan
10% Owner
Eric J. Lee
10% Owner
Thomas Scully
10% Owner
Anthony F Ecock
10% Owner
Brian Thomas Regan
10% Owner
Period of report
Feb 6, 2015
Accepted (ET)
Feb 10, 2015 · 7:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001499807
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Feb 6, 2015 | S | 53,871 | $18.75 | D | 266,500 | D | |
| Common StockF1,F2,F3 | Feb 9, 2015 | S | 13,031 | $18.75 | D | 253,469 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
- F2Each Reporting Owner listed below, except for Robert A. Minicucci, also indirectly beneficially owns 17,310,331 shares of Common Stock held by Welsh, Carson, Anderson & Stowe XI, L.P. Such individuals are managing members of the sole general partner of Welsh, Carson, Anderson & Stowe XI, L.P. Such individuals may also be deemed to indirectly beneficially own 58,335 shares of Common Stock held by WCAS XI Co-Investors LLC. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by each such entity, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
- F3Jonathan M. Rather also indirectly beneficially owns 14,173 shares of Common Stock held by WCAS Management Corp, of which he is the sole controlling shareholder. Pursuant to Instruction 4(b)(iv) of Form 4, Mr. Rather has elected to report as indirectly beneficially owned the entire number of securities owned by such entity, however he disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
Remarks
Part 2 of 2