SIMPSON THACHER & BARTLETTLLP
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425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 (212) 455-2000 | ||
| FACSIMILE (212) 455-2502 | ||
DIRECT DIAL NUMBER (212) 455-3352 | E-MAIL ADDRESS KWALLACH@STBLAW.COM | |
April 18, 2014
VIA EDGAR
| Re: | K2M Group Holdings, Inc. |
| Registration Statement on Form S-1 |
| Filed March 13, 2014 File No. 333-194550 |
| CIK No. 1499807 |
Amanda Ravitz
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
Ladies and Gentlemen:
As previously discussed, on behalf of K2M Group Holdings, Inc. (the “Company”), we are hereby providing to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission with the attached excerpted sections of the Company’s Registration Statement on Form S-1, marked to show changes from Amendment No. 1 to the Registration Statement on Form S-1 as filed on April 7, 2014, which reflect, among other things, preliminary pricing information, in order to assist the Staff in finalizing its review.
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| Securities and Exchange Commission | April 18, 2014 |
Please do not hesitate to call Ken Wallach at (212) 455-3352 with any questions or further comments regarding this submission or if you wish to discuss any of the above responses.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP
| cc: | Securities and Exchange Commission |
| Eric Atallah |
| Lynn Dicker |
| Joseph McCann |
| Mary Beth Breslin |
| K2M Group Holdings, Inc. |
| Eric D. Major |
| Gregory S. Cole |
| Luke Miller |
| Latham & Watkins LLP |
| Rachel Sheridan |
| Jason M. Licht |
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