SEC Form 4 · accession 0000904454-17-000232
K2M GROUP HOLDINGS, INC. · KTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Paul B. Queally
Director · 10% Owner
Period of report
Mar 8, 2017
Accepted (ET)
Mar 8, 2017 · 4:09 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 | Mar 8, 2017 | J | 5,384,858 | $0.00 | D | 0 | I | By Welsh, Carson, Anderson & Stowe XI, L.P. |
| Common StockF1,F2,F3 | Mar 8, 2017 | J | 78,849 | $0.00 | D | 0 | I | By WCAS Capital Partners IV, L.P. |
| Common StockF1,F3 | Mar 8, 2017 | J | 77,117 | $0.00 | A | 81,556 | D | |
| Common StockF1,F3,F4 | Mar 8, 2017 | J | 866 | $0.00 | A | 866 | I | By The Queally Family LLC |
| Common StockF1,F3,F4 | Mar 8, 2017 | J | 1,922 | $0.00 | A | 1,922 | I | By trusts |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Distribution-in-kind of shares by Welsh, Carson, Anderson & Stowe XI, L.P. and WCAS Capital Partners IV, L.P. pro rata to their respective partners.
- F2The Reporting Person is a managing member of the respective sole general partners of Welsh, Carson, Anderson & Stowe XI, L.P. and WCAS Capital Partners IV, L.P. 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 beneficially owned by each such entity. 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 may also be deemed to have indirectly beneficially owned 386,851 shares of Common Stock held by WCAS XI Co-Investors LLC (including 368,704 shares received in the distribution from Welsh, Carson, Anderson & Stowe XI, L.P.), which on March 8, 2017 were distributed-in-kind by WCAS XI Co-Investors LLC pro rata to its members, including the Reporting Person. 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 Co-Investors LLC. 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.
- F4The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecumiary interest, if any, therein.