Eric D Major Form 4 K2M / Eric D Major 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Major Eric D

(Last)

(First)

(Middle)

C/O K2M GROUP HOLDINGS, INC.

600 HOPE PARKWAY SE

(Street)

LEESBURG

20175

(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
X	Officer (give title below)	Other (specify below)
President & CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/20/2018		G	V	218,185	D	$0	101,006⁽¹⁾	D
Common Stock	11/09/2018		D⁽²⁾		94,338	D	$27.5⁽³⁾	0	I	By Lewis Parker Family Trust
Common Stock	11/09/2018		D⁽²⁾		391,758	D	$27.5⁽³⁾	0	I	By limited liability company
Common Stock	11/09/2018		D⁽²⁾		53,110	D	$27.5⁽³⁾	0	I	By Lewis E.S. Parker 2008 Irrevocable Dynasty Trust
Common Stock	11/09/2018		D⁽²⁾		14,915	D	$27.5⁽³⁾	86,091	D
Common Stock	11/09/2018		D⁽²⁾		86,091⁽⁴⁾	D	$27.5⁽⁵⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$9.26	11/09/2018		D⁽²⁾			123,456	⁽⁶⁾	02/26/2021	Common Stock	123,456	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$9.26	11/09/2018		D⁽²⁾			123,456	⁽⁸⁾	02/26/2021	Common Stock	123,456	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$15	11/09/2018		D⁽²⁾			49,383	⁽⁶⁾	05/07/2024	Common Stock	49,383	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$23.46	11/09/2018		D⁽²⁾			54,500	⁽⁶⁾	07/01/2025	Common Stock	54,500	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$14.38	11/09/2018		D⁽²⁾			98,438	⁽⁹⁾	06/14/2026	Common Stock	98,438	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$22.81	11/09/2018		D⁽²⁾			115,741	⁽¹⁰⁾	06/05/2027	Common Stock	115,741	⁽⁷⁾	0	D
Stock Option (Right to Buy)	$23.59	11/09/2018		D⁽²⁾			103,583	⁽¹¹⁾	06/04/2028	Common Stock	103,583	⁽⁷⁾	0	D

Explanation of Responses:

1. Reflects the number of shares beneficially owned after taking into account a correction to the number of shares purchased under the issuer's stock purchase plan reflected in the Form 4 filed on July 3, 2018.

2. 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").

3. 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").

4. Reflects shares of restricted stock.

5. 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.

6. These options were fully vested.

7. 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.

8. These options vested upon the attainment of performance criteria on February 1, 2017 with respect to a performance-based stock option award granted to the Reporting Person on February 27, 2011.

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

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

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

Remarks:

The reporting person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.

	/s/Greg Cole by power of attorney	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Eric D Major Form 4K2M / Eric D Major ownership change