K2M Form 4 K2M / RAY A RANELLI 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^*

RANELLI RAY A

(Last) (First) (Middle)

C/O WELSH, CARSON, ANDERSON & STOWE

320 PARK AVENUE, SUITE 2500

(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(1)		3,946	D	$27.5(2)	10,610	D
Common Stock	11/09/2018		D(1)		10,610(3)	D	$27.5(4)	0	D

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)	$15	11/09/2018		D(1)			14,404	(5)	05/07/2024	Common Stock	14,404	(6)	0	D
Stock Option (Right to Buy)	$23.46	11/09/2018		D(1)			10,500	(5)	07/01/2025	Common Stock	10,500	(6)	0	D
Stock Option (Right to Buy)	$14.38	11/09/2018		D(1)			10,268	(7)	06/14/2026	Common Stock	10,268	(6)	0	D
Stock Option (Right to Buy)	$22.81	11/09/2018		D(1)			6,655	(8)	06/05/2027	Common Stock	6,655	(6)	0	D
Stock Option (Right to Buy)	$23.59	11/09/2018		D(1)			5,727	(9)	06/04/2028	Common Stock	5,727	(6)	0	D

Explanation of Responses:

1. On November 9, 2018, Stryker Corporation, a Michigan corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Austin Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 29, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").

2. At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $27.50 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").

3. Reflects shares of restricted stock.

4. Each Issuer restricted stock award ("RSA"), whether vested or unvested, outstanding immediately prior to the Effective Time was cancelled and entitled the holder of such RSA, as applicable, to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to such award multiplied by (ii) the Merger Consideration, less any applicable withholding taxes.

5. These options were fully vested.

6. At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of such stock option, less any applicable withholding taxes.

7. These options were to vest ratably over a three year period beginning on June 14, 2017.

8. These options were to vest ratably over a three year period beginning on June 6, 2018.

9. These options were to vest ratably over a three year period beginning on June 5, 2019.

Remarks:

	/s/ Raymond A Ranelli	11/14/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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