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* Welsh, Carson, Anderson & Stowe XI, L.P. (Last) (First) (Middle) C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 (Street) NEW YORK NY 10022 (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) Director X 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) Form filed by One Reporting Person X 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	17,791,745	D(1)(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(4)	(4)	Common Stock	2,688,988	(4)	D(1)(2)(3)
Series B Preferred Stock	(4)	(4)	Common Stock	2,205,208	(4)	D(1)(2)(3)

1. Name and Address of Reporting Person* Welsh, Carson, Anderson & Stowe XI, L.P. (Last) (First) (Middle) C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WELSH PATRICK J (Last) (First) (Middle) C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CARSON RUSSELL L (Last) (First) (Middle) C/O WELSH, CARSON, ANDERSON AND STOWE 320 PARK AVENUE, SUITE 2500 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ANDERSON BRUCE K (Last) (First) (Middle) C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DENICOLA ANTHONY J (Last) (First) (Middle) C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* QUAELLY PAUL B (Last) (First) (Middle) C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SWANI SANJAY (Last) (First) (Middle) C/O WELSH, CARSON, ANDERSON AND STOWE 320 PARK AVENUE, SUITE 2500 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of the sole general partner of the designated Reporting Person. Pursuant to Instruction 5(b)(iv) of Form 3, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.

2. Each Reporting Owner listed below also indirectly beneficially owns the securities of the Issuer held by WCAS Capital Partners IV, L.P. reported on a Form 3 for WCAS Capital Partners IV, L.P. filed on the same date as this Form 3. Such individuals are managing members of the sole general partner of WCAS Capital Partners IV, L.P. Such individuals may also be deemed to indirectly beneficially own 76,452 shares of Common Stock (on an as-converted basis) held by WCAS XI Co-Investors LLC. Pursuant to Instruction 5(b)(iv) of Form 3, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by each such entity, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.

3. Jonathan M. Rather also indirectly beneficially owns the securities of the Issuer held by WCAS Management Corporation reported on a Form 3 for WCAS Management Corporation filed on the same date as this Form 3. Mr. Rather is the sole controlling shareholder of WCAS Management Corporation. Pursuant to Instruction 5(b)(iv) of Form 3, Mr. Rather has elected to report as indirectly beneficially owned the entire number of securities owned by such entity, however he disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.

4. All outstanding shares of Preferred Stock will automatically convert to Common Stock upon the closing of the Issuer's initial public offering for no additional consideration. The Preferred Stock has no expiration date.

Remarks:

Part 1 of 2

	/s/ David Mintz, Attorney-in-Fact	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).
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