Stephen Deitsch Form 3 Paragon 28 / Stephen Deitsch ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Deitsch Stephen

(Last) (First) (Middle)

C/O PARAGON 28, INC.

14445 GRASSLANDS DRIVE

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/14/2021

3. Issuer Name and Ticker or Trading Symbol
Paragon 28, Inc. [ FNA ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	09/28/2030	Common Stock	500,000(2)	6(2)	D
Stock Option (Right to Buy)	(3)	12/31/2030	Common Stock	50,000(2)	6.6(2)	D

Explanation of Responses:

1. 25% of the shares subject to the option vest annually measured from September 28, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.

2. Reflects a 5-for-1 forward stock split of the Issuer's outstanding common stock effected on October 8, 2021.

3. 50% of the shares subject to the option vest annually measured from December 31, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the second anniversary of the Vesting Commencement Date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Jonathan Friedman, as Attorney-in-Fact for Stephen M. Deitsch	10/14/2021
	** 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 5 (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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