0001193125-15-046531.txt : 20150212 0001193125-15-046531.hdr.sgml : 20150212 20150212152429 ACCESSION NUMBER: 0001193125-15-046531 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150212 DATE AS OF CHANGE: 20150212 GROUP MEMBERS: FFC EXECUTIVE PARTNERS III, L.P. GROUP MEMBERS: FFC GP III, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: K2M GROUP HOLDINGS, INC. CENTRAL INDEX KEY: 0001499807 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 272977810 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88505 FILM NUMBER: 15605571 BUSINESS ADDRESS: STREET 1: 751 MILLER DRIVE SE CITY: LEESBURG STATE: VA ZIP: 20175 BUSINESS PHONE: 703-777-3155 MAIL ADDRESS: STREET 1: 751 MILLER DRIVE SE CITY: LEESBURG STATE: VA ZIP: 20175 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FFC Partners III-B, L.P. CENTRAL INDEX KEY: 0001633714 IRS NUMBER: 463628033 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10 GLENVILLE STREET CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 203-532-8011 MAIL ADDRESS: STREET 1: 10 GLENVILLE STREET CITY: GREENWICH STATE: CT ZIP: 06831 SC 13G 1 d871775dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

 

K2M GROUP HOLDINGS, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

48273J107

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 48273J107  

 

  1.   

NAMES OF REPORTING PERSONS

 

FFC Partners III-B, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

2,223,075

   6.   

SHARED VOTING POWER

 

-0-

   7.   

SOLE DISPOSITIVE POWER

 

2,223,075

   8.   

SHARED DISPOSITIVE POWER

 

-0-

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,223,075

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       ¨

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.6% 1

12.  

TYPE OF REPORTING PERSON

 

PN

 

1 The percent of class was calculated based on a total of 39,464,938 shares of common stock outstanding as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission on February 4, 2015.

CUSIP No. 48273J107  

 

  1.   

NAMES OF REPORTING PERSONS

 

FFC Executive Partners III, L.P.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

81,117

   6.   

SHARED VOTING POWER

 

-0-

   7.   

SOLE DISPOSITIVE POWER

 

81,117

   8.   

SHARED DISPOSITIVE POWER

 

-0-

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

81,117

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       ¨

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2% 1

12.  

TYPE OF REPORTING PERSON

 

PN

 

1 The percent of class was calculated based on a total of 39,464,938 shares of common stock outstanding as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission on February 4, 2015.

CUSIP No. 48273J107  

 

  1.   

NAMES OF REPORTING PERSONS

 

FFC GP III, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3.  

SEC USE ONLY

 

  4.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

SOLE VOTING POWER

 

2,304,192

   6.   

SHARED VOTING POWER

 

-0-

   7.   

SOLE DISPOSITIVE POWER

 

2,304,192

   8.   

SHARED DISPOSITIVE POWER

 

-0-

  9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,304,192

10.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES       ¨

 

11.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.8% 1

12.  

TYPE OF REPORTING PERSON

 

OO

 

1 The percent of class was calculated based on a total of 39,464,938 shares of common stock outstanding as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission on February 4, 2015.

CUSIP No. 48273J107

 

Item 1. Issuer

 

  (a) Name of Issuer:

K2M Group Holdings, Inc. (the “Issuer”)

 

  (b) Address of Issuer’s Principal Executive Offices:

751 Miller Drive, SE

Leesburg, Virginia 20175

 

Item 2. Filing Person

(a) – (c) Name of Persons Filing; Address; Citizenship:

 

  (i) FFC Partners III-B, L.P. (“FFC III-B”);

 

  (ii) FFC Executive Partners III, L.P. (“FFC EP III”); and

 

  (iii) FFC GP III, LLC (the “General Partner”).

The address of the principal business office of each of the reporting persons are 10 Glenville Street, Greenwich, Connecticut 06831.

 

  (d) Title of Class of Securities:

Common stock, $0.001 par value per share, (the “Common Stock”)

 

  (e) CUSIP Number:

48273J107

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)    ¨    Broker or dealer registered under Section 15 of the Act;
(b)    ¨    Bank as defined in Section 3(a)(6) of the Act;
(c)    ¨    Insurance company as defined in Section 3(a)(19) of the Act;
(d)    ¨    Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)    ¨    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)    ¨    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)    ¨    A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)    ¨    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)    ¨    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)    ¨    A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)    ¨    Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
   If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. 16934W 10 6

 

Item 4. Ownership.

(a) and (b) Amount beneficially owned:

 

  (i) FFC III-B directly owns 2,223,075 shares of Common Stock, which represents approximately 5.6% of the outstanding shares of Common Stock.

 

  (ii) FFC EP III directly owns 81,117 shares of Common Stock, which represents approximately 0.2% of the outstanding shares of Common Stock.

 

  (iii) The General Partner is the general partner of each of FFC III-B and FFC EP IIII, and may be deemed to beneficially own 2,304,192 shares of Common Stock, which represents approximately 5.8% of the outstanding shares of Common Stock.

 

  (c) Number of shares as to which such person has:

 

     Number of Shares of Common Stock  

Reporting Person

    (i)      (ii)      (iii)      (iv)  

FFC Partners III-B, L.P.

      2,223,075         -0-         2,223,075         -0-   

FFC Executive Partners III, L.P.

      81,117         -0-         81,117         -0-   

FFC GP III, LLC

      2,304,192         -0-         2,304,192         -0-   

 

  (i) Sole power to vote or direct the vote

 

  (ii) Shared power to vote or to direct the vote

 

  (iii) Sole power to dispose or to direct the disposition of

 

  (iv) Shared power to dispose or to direct the disposition of

The percent of class was calculated based on a total of 39,464,938 shares of common stock outstanding as disclosed in the Issuer’s final prospectus filed with the Securities and Exchange Commission on February 4, 2015.

 

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification .

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2015

 

FFC Partners III-B, L.P.
By:   FFC GP III, LLC, Its General Partner
  By:  

/s/ Theodore B. Lundberg

    Name: Theodore B. Lundberg
    Title: Authorized Member
FFC Executive Partners III, L.P.
By:   FFC GP III, LLC, Its General Partner
  By:  

/s/ Theodore B. Lundberg

    Name: Theodore B. Lundberg
    Title: Authorized Member
FFC GP III, LLC
  By:  

/s/ Theodore B. Lundberg

    Name: Theodore B. Lundberg
    Title: Authorized Member

Exhibit A

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: February 12, 2015

 

FFC Partners III-B, L.P.
By:   FFC GP III, LLC, Its General Partner
  By:  

/s/ Theodore B. Lundberg

    Name: Theodore B. Lundberg
    Title: Authorized Member
FFC Executive Partners III, L.P.
By:   FFC GP III, LLC, Its General Partner
  By:  

/s/ Theodore B. Lundberg

    Name: Theodore B. Lundberg
    Title: Authorized Member
FFC GP III, LLC
  By:  

/s/ Theodore B. Lundberg

    Name: Theodore B. Lundberg
    Title: Authorized Member