SEC FORM 3

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^*

FERRER CARLOS A

(Last)

(First)

(Middle)

C/O FFC PARTNERS

10 GLENVILLE STREET

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2014

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

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

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

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)
Common Stock	1,833,627	I	See footnotes⁽¹⁾⁽²⁾
Common Stock	66,907	I	See footnotes⁽²⁾⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Redeemable Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	273,638	⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾
Series A Redeemable Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	9,985	⁽⁴⁾	I	See footnotes⁽²⁾⁽³⁾
Series B Redeemable Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	197,760	⁽⁵⁾	I	See footnotes⁽¹⁾⁽²⁾
Series B Redeemable Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	7,216	⁽⁵⁾	I	See footnotes⁽²⁾⁽³⁾

Explanation of Responses:

1. Represents securities held directly by FFC Partners III-B, L.P. ("FFC III-B").

2. FFC GP III, LLC is the general partner of each of FFC III-B and FFC Executive Partners III, L.P. ("FFC EP III", and together with FFC III-B and FFC GP III, LLC, the FFC Entities). Carlos A. Ferrer, a member of the issuer's board of directors, is a manager of FFC GP III, LLC. Mr. Ferrer disclaims beneficial ownership of all securities held by the FFC Entities, except to the extent of his pecuniary interest therein, if any.

3. Represents securities held directly by FFC EP III.

4. The Series A Redeemable Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. Upon the closing of the initial public offering of the issuer's common stock, the issuer's Series A Redeemable Convertible Preferred Stock will automatically convert into shares of the issuer's common stock on a one-for-one basis.

5. The Series B Redeemable Convertible Preferred Stock is convertible into shares of common stock on a one-for-one basis and has no expiration date. Upon the closing of the initial public offering of the issuer's common stock, the issuer's Series B Redeemable Convertible Preferred Stock will automatically convert into shares of the issuer's common stock on a one-for-one basis.

Remarks:

	/s/ Carlos A. Ferrer	05/07/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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