K2M Form 4 K2M / Paul B. Queally ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Queally Paul B.

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON & STOWE

599 LEXINGTON AVENUE, SUITE 1800

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
K2M GROUP HOLDINGS, INC. [ KTWO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/09/2018		D		86,639	D	$27.5(1)	0	D
Common Stock	11/09/2018		D		871	D	$27.5(1)	0	I	By The Queally Family LLC(8)
Common Stock	11/09/2018		D		1,922	D	$27.5(1)	0	I	By trusts(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$23.59	11/09/2018		D			5,727	(3)	(2)	Common Stock	5,727	(2)	0	D
Stock Option (Right to Buy)	$22.81	11/09/2018		D			6,655	(4)	(2)	Common Stock	6,655	(2)	0	D
Stock Option (Right to Buy)	$14.38	11/09/2018		D			10,268	(5)	(2)	Common Stock	10,268	(2)	0	D
Stock Option (Right to Buy)	$23.46	11/09/2018		D			10,500	(6)	(2)	Common Stock	10,500	(2)	0	D
Stock Option (Right to Buy)	$15	11/09/2018		D			14,404	(7)	(2)	Common Stock	14,404	(2)	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger dated as of August 29, 2018 (the "Merger Agreement"), by and among Stryker Corporation ("Stryker"), a wholly owned subsidiary of Stryker ("Merger Sub"), and the Issuer, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Stryker. Stryker acquired all of the issued and outstanding shares of Common Stock of the Issuer in an all cash transaction for $27.50 per share (the "Merger Consideration").

2. The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the product of (A) the excess, if any, of (1) the Merger Consideration over (2) the option exercise price, and (B) the number of shares of Common Stock subject to the option.

3. The option provided for vesting in three equal installments on June 5, 2019, June 5, 2020 and June 5, 2021.

4. The option provided for vesting in three equal installments on June 6, 2018, June 6, 2019 and June 6, 2020.

5. The option provided for vesting in three equal installments on August 15, 2017, August 15, 2018 and August 15, 2019.

6. The option provided for vesting in three equal installments on July 1, 2016, July 1, 2017 and July 1, 2018.

7. The option provided for vesting in three equal installments on May 7, 2015, May 7, 2016 and May 7, 2017.

8. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.

Remarks:

	/s/ David Mintz, Attorney-in-Fact	11/14/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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