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*
(Street)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 448,554 | I | By limited liability company |
Common Stock | 94,338 | I | By Lewis Parker Family Trust |
Common Stock | 53,110 | I | By Lewis E.S. Parker 2008 Irrevocable Dynast Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | 05/14/2016 | Common Stock | 144,289 | $5.73 | D | |
Stock Option (Right to Buy) | (2) | 02/26/2021 | Common Stock | 123,456 | $9.26 | D | |
Restricted Stock Units | (3) | (3) | Common Stock | 123,456 | (3) | D | |
Series B Redeemable Convertible Preferred Stock | (4) | (4) | Common Stock | 43,204 | (4) | I | By limited liability company |
Explanation of Responses: |
1. An option which is fully vested. |
2. An option which vests in four equal installments on each anniversary of September 10, 2010. Does not include an additional 123,456 stock options subject to time-based vesting described in the preceding sentence and additional exit-based performance vesting criteria. |
3. Restricted Stock Units which will vest in two equal installments on May 1, 2015 and May 1, 2016. Each restricted stock unit can be settled in shares of common stock, cash or a combination of common stock and cash as determined by the issuer's board of directors in its sole discretion. |
4. 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: |
The reporting person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney. |
/s/ Luke R. Miller by power of attorney | 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. | ||
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. |