SEC Form 4 · accession 0000904454-15-000457
K2M GROUP HOLDINGS, INC. · KTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul B. Queally
10% Owner
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 9:07 pm EDT
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 StockF2,F3 | Jul 1, 2015 | A | 440 | $0.00 | A | 17,310,771 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $23.46 | Jul 1, 2015 | A | 10,500 | A | — | Jul 1, 2025 | Common Stock | 10,500 | 10,500 | D |
Explanation of responses
- F1Reflects a grant of restricted stock which vests in three equal installments on July 1, 2016, July 1, 2017 and July 1, 2018.
- F2Represents securities directly beneficially owned by Welsh, Carson, Anderson & Stowe XI, L.P. ("WCAS XI"), which may be deemed to be indirectly beneficially owned by the Reporting Person, who is a managing member of the sole general partner of WCAS XI. Pursuant to Instruction 4(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities owned by WCAS XI, however the Reporting Person 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.
- F3The Reporting Person also indirectly beneficially owns 253,469 shares of Common Stock held by WCAS Capital Partners IV, L.P. The Reporting Person is a managing member of the sole general partner of WCAS Capital Partners IV, L.P. The Reporting Person 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, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities owned by each such entity, however 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.
- F4An option which vests in three equal installments on July 1, 2016, July 1, 2017 and July 1, 2018.