SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MVM Partners LLP

(Last)

(First)

(Middle)

30 ST. GEORGE STREET

(Street)

LONDON

W1S SFH

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/13/2022		S		575	D	$18.9257	13,974,786⁽¹⁾	I	See footnote⁽⁵⁾
Common Stock	09/14/2022		S		14,101	D	$19.079	13,960,685⁽²⁾	I	See footnote⁽⁵⁾
Common Stock	09/14/2022		S		30,000	D	$18.8117	13,930,685⁽³⁾	I	See footnote⁽⁵⁾
Common Stock	09/14/2022		S		8,134	D	$18.9235	13,922,551⁽⁴⁾	I	See footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Consists of (i) 5,448,701 shares of common stock held by MVM V LP; (ii) 8,444,332 shares of common stock held by MVM V (2020) LP; and (iii) 81,753 shares of common stock held by MVM GP (No. 5) LP.

2. Consists of (i) 5,443,203 shares of common stock held by MVM V LP; (ii) 8,435,811 shares of common stock held by MVM V (2020) LP; and (iii) 81,671 shares of common stock held by MVM GP (No. 5) LP.

3. Consists of (i) 5,431,506 shares of common stock held by MVM V LP; (ii) 8,417,683 shares of common stock held by MVM V (2020) LP; and (iii) 81,496 shares of common stock held by MVM GP (No. 5) LP.

4. Consists of (i) 5,428,334 shares of common stock held by MVM V LP; (ii) 8,412,767 shares of common stock held by MVM V (2020) LP; and (iii) 81,450 shares of common stock held by MVM GP (No. 5) LP.

5. The Reporting Person is the manager, or an affiliate of the manager, of MVM V LP, MVM V (2020) LP and MVM GP (No.5) LP.

	/s/ Eric Bednarski	09/15/2022
	** 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 4 (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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