K2M SC 13G K2M Group Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.   )*

K2M Group Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

48273J107

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]       Rule 13d-1(b)

[   ]       Rule 13d-1(c)

[X]       Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Name of Reporting Person Welsh, Carson, Anderson & Stowe XI, L.P.
	I.R.S. Identification No. of Above Person (Entities Only) (Voluntary)
2.	Check the Appropriate Box if a Member of a Group				(a)  [X] (b)  [   ]
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	21,879,385 *
		6.	Shared Voting Power	-0-
		7.	Sole Dispositive Power	21,879,385 *
		8.	Shared Dispositive Power	-0-
9.	Aggregate Amount Beneficially Owned by Each Reporting Person			21,879,385 *
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares			[   ]
11.	Percent of Class Represented by Amount in Row (9)			58.6% **
12.	Type of Reporting Person			PN

* As of December 31, 2014

** Based on 37,352,064 shares of Common Stock outstanding as of December 31, 2014, as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 20, 2015.

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1.	Name of Reporting Person WCAS Capital Partners IV, L.P.
	I.R.S. Identification No. of Above Person (Entities Only) (Voluntary)
2.	Check the Appropriate Box if a Member of a Group				(a)  [X] (b)  [   ]
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power	320,371 *
		6.	Shared Voting Power	-0-
		7.	Sole Dispositive Power	320,371 *
		8.	Shared Dispositive Power	-0-
9.	Aggregate Amount Beneficially Owned by Each Reporting Person			320,371 *
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares			[   ]
11.	Percent of Class Represented by Amount in Row (9)			0.9% **
12.	Type of Reporting Person			PN

* As of December 31, 2014

** Based on 37,352,064 shares of Common Stock outstanding as of December 31, 2014, as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 20, 2015.

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Schedule 13G

Item 1.

(a)	Name of Issuer:
	K2M Group Holdings, Inc.
(b)	Address of Issuer’s Principal Executive Offices:
	751 Miller Drive SE Leesburg, VA  20175

Item 2.

(a)	Name of Person Filing:
	This statement is being filed by Welsh, Carson, Anderson & Stowe XI, L.P., a Delaware limited partnership (“WCAS XI”), and WCAS Capital Partners IV, L.P., a Delaware limited partnership (“WCAS CP IV”), (each a “Reporting Person” and together, the “Reporting Persons”).  The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) the Securities Exchange Act of 1934, as amended.
(b)	Address of Principal Business Office of each Reporting Person:
	320 Park Avenue, Suite 2500 New York, NY  10022
(c)	Place of Organization of each Reporting Person:
	Delaware
(d)	Title of Class of Securities:
	Common Stock, $0.001 par value
(e)	CUSIP Number:
	48273J107

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Item 3.	Statements filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c):
	Not Applicable.
Item 4.	Ownership.
(a) through (c)
	The information requested hereunder is set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G.
	In addition, WCAS Management Corporation, a Delaware corporation, which is an affiliate of the Reporting Persons, beneficially owned 17,914 shares of Common Stock as of December 31, 2014, or less than 0.1% of the Common Stock then outstanding and WCAS XI Co-Investors LLC, a Delaware limited liability company, which is also an affiliate of the Reporting Persons, beneficially owned 17,914 shares of Common Stock as of December 31, 2014, or approximately 0.2% of the Common Stock then outstanding.
Item 5.	Ownership of Five Percent or Less of a Class.
	Not Applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not Applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	See Exhibit 2.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certification.
	Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  January 20, 2015

WELSH, CARSON, ANDERSON & STOWE XI, L.P.
By:	WCAS XI Associates LLC, its general partner
By:	/s/ David Mintz
	Attorney-in-Fact
WCAS CAPITAL PARTNERS IV, L.P.
By:	WCAS CP IV Associates LLC, its general partner
By:	/s/ David Mintz
	Attorney-in-Fact

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Exhibit 1

Joint Filing Agreement

The undersigned hereby agree, in compliance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of them.

Dated:  January 20, 2015

WELSH, CARSON, ANDERSON & STOWE XI, L.P.
By:	WCAS XI Associates LLC, its general partner
By:	/s/ David Mintz
	Attorney-in-Fact
WCAS CAPITAL PARTNERS IV, L.P.
By:	WCAS CP IV Associates LLC, its general partner
By:	/s/ David Mintz
	Attorney-in-Fact

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Exhibit 2

Identification and Classification of Members of the Group

Welsh, Carson, Anderson & Stowe XI, L.P and WCAS Capital Partners IV, L.P. are filing this statement on Schedule 13G as a group.

Welsh, Carson, Anderson & Stowe XI, L.P is a Delaware limited partnership.  Its sole general partner is WCAS XI Associates LLC, a Delaware limited liability company.

WCAS Capital Partners IV, L.P. is a Delaware limited partnership.  Its sole general partner is WCAS CP IV Associates, LLC, a Delaware limited liability company.

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