Washington, D.C. 20549
Under the Securities Exchange Act of 1934 (Amendment No. 1)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
CUSIP No. 48273J107
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Funds, LLC
I.D. No. 13-4044523
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
New York
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
1,617,060 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
1,617,060 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
1,617,060 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
3.70%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
IA, CO
|
CUSIP No. 48273J107
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Asset Management Inc.
I.D. No. 13-4044521
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
New York
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
599,915 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
652,915 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
652,915 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
1.49%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
IA, CO
|
CUSIP No. 48273J107
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Teton Advisors, Inc.
I.D. No. 13-4008049
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
00 – Funds of investment advisory clients
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Delaware
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
44,000 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
44,000 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
44,000 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
0.10%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
IA, CO
|
CUSIP No. 48273J107
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli & Company Investment Advisers, Inc. I.D. No. 13-3379374
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
00 – Client funds
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Delaware
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
634,592 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
634,592 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
634,592 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
1.45%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
HC, CO, IA
|
CUSIP No. 48273J107
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
MJG Associates, Inc.
I.D. No. 06-1304269
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds (SEE INSTRUCTIONS)
00-Client Funds
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Connecticut
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
44,000 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
44,000 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
44,000 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
|
13
|
Percent of class represented by amount in row (11)
0.10%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
CO
|
CUSIP No. 48273J107
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GGCP, Inc.
I.D. No. 13-3056041
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds
(SEE INSTRUCTIONS)
None
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Wyoming
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
None (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 48273J107
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Investors, Inc. I.D. No. 13-4007862
|
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds
(SEE INSTRUCTIONS)
None
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Delaware
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
None (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 48273J107
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Associated Capital Group, Inc. I.D. No. 47-3965991
|
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds
(SEE INSTRUCTIONS)
WC
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
Delaware
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
14,800 (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
14,800 (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
14,800 (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.03%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
HC, CO
|
CUSIP No. 48273J107
1
|
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Mario J. Gabelli
|
2
|
Check the appropriate box if a member of a group (SEE INSTRUCTIONS)
(a)
(b)
|
3
|
Sec use only
|
4
|
Source of funds
(SEE INSTRUCTIONS)
None
|
5
|
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
|
6
|
Citizenship or place of organization
USA
|
Number Of
Shares
Beneficially
Owned
By Each
Reporting
Person
With
|
: 7
:
:
:
|
Sole voting power
None (Item 5)
|
: 8
:
:
:
|
Shared voting power
None
|
: 9
:
:
:
|
Sole dispositive power
None (Item 5)
|
:10
:
:
:
|
Shared dispositive power
None
|
11
|
Aggregate amount beneficially owned by each reporting person
None (Item 5)
|
12
|
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS) X
|
13
|
Percent of class represented by amount in row (11)
0.00%
|
14
|
Type of reporting person (SEE INSTRUCTIONS)
IN
|
Item 1.
Security and Issuer
This Amendment No. 1 to Schedule 13D on the Common Stock of K2M Group Holdings, Inc., (the "Issuer") is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the "Schedule 13D") which was originally filed on October 4, 2018. Unless otherwise indicated, all capitalized terms used herein but not defined shall have the same meanings as set forth in Schedule 13D.
Item 2.
Identity and Background
Item 2 to Schedule 13D is amended, in pertinent part, as follows:
This statement is being filed by Mario J. Gabelli ("Mario Gabelli") and various entities which he
directly or indirectly controls or for which he acts as chief investment officer. These entities, except for LICT Corporation ("LICT), CIBL, Inc. ("CIBL") and ICTC Group, Inc. ("ICTC"), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner or the equivalent of various private investment partnerships or private funds. Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc. ("GGCP"), GGCP Holdings LLC ("GGCP Holdings"), GAMCO Investors, Inc. ("GBL"), Associated Capital Group, Inc. ("AC"), Gabelli Funds, LLC ("Gabelli Funds"), GAMCO Asset Management Inc. ("GAMCO"), Teton Advisors, Inc. ("Teton Advisors"), Gabelli & Company Investment Advisers, Inc. ("GCIA"), G.research, LLC ("G.research"), MJG Associates, Inc. ("MJG Associates"), Gabelli Foundation, Inc. ("Foundation"), Mario Gabelli, LICT, CIBL and ICTC. Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the "Reporting Persons".
GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL and AC. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those named below. AC, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including certain of those listed below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GCIA, a wholly owned subsidiary of AC, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts. As a part of its business, GCIA may purchase or sell securities for its own account. GCIA is a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., and Gabelli Multimedia Partners, L.P.
G.research, a wholly owned subsidiary of GCIA, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended ("1934 Act"), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value 25 Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Content & Connectivity Fund, The Gabelli Gold Fund, Inc., The Gabelli Multimedia Trust Inc., The Gabelli Global Rising Income & Dividend Fund, The Gabelli Capital Asset Fund, The GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The Gabelli Utilities Fund, The Gabelli Dividend Growth Fund, The Gabelli Focus Five Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The GAMCO Global Gold, Natural Resources, & Income Trust, The GAMCO Natural Resources Gold & Income Trust, The GDL Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli ESG Fund, Inc., The Gabelli International Small Cap Fund, The Gabelli Healthcare & Wellness
Rx
Trust, The Gabelli Global Small and Mid Cap Value Trust, Gabelli Value Plus+ Trust, Gabelli Merger Plus+ Trust Plc, The Gabelli Global Financial Services Fund, The Gabelli Global Mini Mites Fund, The Gabelli Go Anywhere Trust, The Gabelli U.S. Treasury Money Market Fund, Bancroft Fund Ltd. and Ellsworth Growth & Income Fund Ltd. (collectively, the "Funds"), which are registered investment companies. Gabelli Funds is also the investment adviser to the Gabelli Media Mogul NextShares
TM
, the Gabelli Food of All Nations NextShares
TM
, the RBI NextShares
TM
, and the Gabelli Pet Parents' Fund NextShares
TM
, and The GAMCO International SICAV (sub-funds GAMCO Merger Arbitrage and GAMCO All Cap Value), a UCITS III vehicle.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The TETON Westwood Mighty Mites
sm
Fund, The TETON Westwood Income Fund, The TETON Westwood SmallCap Equity Fund, TETON Westwood Intermediate Bond Fund, and The TETON Westwood Mid-Cap Equity Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC. Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation. Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.
LICT is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. LICT actively pursues new business ventures and acquisitions. LICT makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is the Chief Executive Officer, a director, and substantial shareholder of LICT.
ICTC is a holding company with subsidiaries in voice, broadband and other telecommunications services, primarily in the rural telephone industry. ICTC makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of ICTC.
CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. CIBL actively pursues new business ventures and acquisitions. CIBL makes investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, or trading in securities. Mario J. Gabelli is a director, and substantial shareholder of CIBL.
Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL. He is the Executive Chairman of AC. Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.
The Reporting Persons do not admit that they constitute a group.
GAMCO is a New York corporation and GBL, AC, GCIA, and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. GGCP Holdings is a Delaware limited liability corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. G.research is a Delaware limited liability company having its principal officers at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. LICT is a Delaware corporation having its principal place of business as 401 Theodore Fremd Avenue, Rye, New York 10580. CIBL, Inc. is a Delaware corporation having its principal place of business as 165 West Liberty Street, Suite 220, Reno, NV 89501. ICTC Group Inc. is a Delaware corporation having its principal place of business as
556 Main Street, Nome, North Dakota 58062.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(d) – Not applicable.
(e) – Not applicable.
(f) – Reference is made to Schedule I hereto.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 to Schedule 13D is amended, in pertinent part, as follows:
The Reporting Persons used an aggregate of approximately $15,187,758 to purchase the additional Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. GAMCO and Gabelli Funds used approximately $1,251,027 and $7,853,504, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities for such clients. GCIA used approximately $5,933,547 of client funds to purchase the additional Securities reported by it. AC used approximately $149,680 of its working capital to purchase the additional securities reported by it.
Item 5.
Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D relates is 3,007,367 shares, representing 6.88% of the 43,737,010 shares outstanding as reported by the Issuer as of October 30, 2018. The Reporting Persons beneficially own those Securities as follows:
Name
|
Shares of
Common Stock
|
% of Class of
Common
|
GAMCO
Gabelli Funds
Teton
GCIA
AC
MJG Associates
|
652,915
1,617,060
44,000
634,592
14,800
44,000
|
1.49%
3.70%
0.10%
1.45%
0.03%
0.10%
|
Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GCIA is deemed to have beneficial ownership of the Securities owned beneficially by G.research. AC, GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 53,000 of its reported shares,
(ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, AC, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(e) 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.
Dated: November 9, 2018
GGCP, INC.
MARIO J. GABELLI
By:
/s/ David Goldman
David Goldman
Attorney-in-Fact
GABELLI FUNDS, LLC
TETON ADVISORS, INC.
By:
/s/ David Goldman
David Goldman
General Counsel – Gabelli Funds, LLC
Counsel-Teton Advisors, Inc.
GAMCO INVESTORS, INC.
By:
/s/ Kevin Handwerker
Kevin Handwerker
General Counsel &
Secretary – GAMCO Investors, Inc.
ASSOCIATED CAPITAL GROUP, INC.
GAMCO ASSET MANAGEMENT INC.
GABELLI & COMPANY INVESTMENT ADVISERS, INC.
By:
/s/ Douglas R. Jamieson
Douglas R. Jamieson
President & Chief Executive Officer – Associated Capital
Group, Inc.
President – GAMCO Asset Management Inc.
President – Gabelli & Company Investment Advisers, Inc.
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as follows:
The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli & Company Investment Advisers, Inc., G.research, LLC, Teton Advisors, Inc., Associated Capital Group, Inc. or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D.
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GAMCO Investors, Inc.
Directors:
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Edwin L. Artzt
Raymond C. Avansino
Leslie B. Daniels
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Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman & Chief Executive Officer
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Operating Partner
AE Industrial Partners, LP
2500 N. Military Trail, Suite 470
Boca Raton, FL 33431
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Mario J. Gabelli
Elisa M. Wilson
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Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
Director
c/o GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
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Eugene R. McGrath
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Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
4 Irving Place
New York, NY 10003
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Robert S. Prather
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President & Chief Executive Officer
Heartland Media, LLC
1843 West Wesley Road
Atlanta, GA 30327
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Officers:
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Mario J. Gabelli
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Chairman and Chief Executive Officer
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Henry G. Van der Eb
Bruce N. Alpert
Agnes Mullady
Kevin Handwerker
Kieran Caterina
Diane LaPointe
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Senior Vice President
Senior Vice President
Senior Vice President
Executive Vice President, General Counsel and Secretary
Co-Chief Accounting Officer
Co-Chief Accounting Officer
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GAMCO Asset Management Inc.
Directors:
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Douglas R. Jamieson
Regina M. Pitaro
William S. Selby
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Officers:
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Mario J. Gabelli
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Chief Executive Officer and Chief Investment Officer – Value Portfolios
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Douglas R. Jamieson
David Goldman
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President, Chief Operating Officer and Managing Director
General Counsel, Secretary & Chief Compliance Officer
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Gabelli Funds, LLC
Officers:
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Mario J. Gabelli
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Chief Investment Officer – Value Portfolios
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Bruce N. Alpert
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Executive Vice President and Chief Operating Officer
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Agnes Mullady
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President and Chief Operating Officer – Open End Fund Division
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David Goldman
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General Counsel
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Gabelli Foundation, Inc.
Officers:
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Mario J. Gabelli
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Chairman, Trustee & Chief Investment Officer
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Elisa M. Wilson
Marc Gabelli
Matthew R. Gabelli
Michael Gabelli
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President
Trustee
Trustee
Trustee
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GGCP, Inc.
Directors:
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Mario J. Gabelli
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Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
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Marc Gabelli
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President – GGCP, Inc.
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Matthew R. Gabelli
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Vice President – Trading
G.research, LLC
One Corporate Center
Rye, NY 10580
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Michael Gabelli
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President & COO
Gabelli & Partners, LLC
One Corporate Center
Rye, NY 10580
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Frederic V. Salerno
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Chairman
Former Vice Chairman and Chief Financial Officer
Verizon Communications
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Vincent S. Tese
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Executive Chairman – FCB Financial Corp
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Officers:
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Mario J. Gabelli
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Chief Executive Officer and Chief Investment Officer
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Marc Gabelli
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President
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Francis J. Conroy
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Special Assistant to CEO, Secretary
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Silvio A. Berni
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Chief Financial and Accounting Officer, Vice President Corporate Development and Controller, Assistant Secretary
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GGCP Holdings LLC
Members:
GGCP, Inc.
Mario J. Gabelli
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Manager and Member
Member
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Teton Advisors, Inc.
Directors:
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Stephen G. Bondi
Nicholas F. Galluccio
Vincent J. Amabile
John M. Tesoro, CPA
Aaron J. Feingold, M.D.
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Chairman of the Board
Chief Executive Officer and President
Founder- Amabile Partners
Retired Partner – KPMG LLP
President and Founder – Raritan Bay Cardiology Group
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Officers:
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Nicholas F. Galluccio
Michael J. Mancuso
Tiffany Hayden
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See above
Chief Financial Officer
Secretary
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Associated Capital Group, Inc.
Directors:
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Mario J. Gabelli
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Chief Executive Officer and Chief Investment Officer of GGCP, Inc.
Chairman & Chief Executive Officer of GAMCO Investors, Inc.
Executive Chairman of Associated Capital Group, Inc.
Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
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Richard L. Bready
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Former Chairman and Chief Executive Officer
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
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Marc Gabelli
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President – GGCP, Inc.
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Douglas R. Jamieson
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President and Chief Executive Officer
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Bruce Lisman
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Former Chairman - JP Morgan – Global Equity Division
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Daniel R. Lee
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Chief Executive Officer
Full House Resorts, Inc.
4670 South Ford Apache Road, Suite 190
Las Vegas, NV 89147
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Salvatore F. Sodano
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Vice Chairman – Broadridge Financial Solutions
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Frederic V. Salerno
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See above
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Officers:
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Mario J. Gabelli
Douglas R. Jamieson
Francis J. Conroy
Kevin Handwerker
David Fitzgerald
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Executive Chairman
President and Chief Executive Officer
Interim Chief Financial Officer
Executive Vice President, General Counsel and Secretary
Assistant Secretary
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Gabelli & Company Investment Advisers, Inc.
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Directors:
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Douglas R. Jamieson
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Officers:
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Douglas R. Jamieson
Francis J. Conroy
John Givissis
Kevin Handwerker
David Fitzgerald
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Chief Executive Officer and President
Chief Financial Officer
Controller
Secretary
Assistant Secretary
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G.research, LLC
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Officers:
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Cornelius V. McGinity
Maria Gigi
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President
Controller and Financial Operations Principal
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Bruce N. Alpert
Douglas R. Jamieson
Kevin Handwerker
David Fitzgerald
David Goldman
Josephine D. LaFauci
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Vice President
Secretary
Assistant Secretary
Assistant Secretary
Assistant Secretary
Chief Compliance Officer
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SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-K2M GROUP HOLDINGS
, INC.
GAMCO ASSET MANAGEMENT INC.
11/08/18 11,950 27.4643
11/08/18 11,900 27.4600
11/07/18 1,000- 26.9500
11/07/18 7,700- 26.9163
11/05/18 4,500- 26.4056
11/05/18 1,200 26.3000
11/02/18 2,900 26.9421
11/02/18 7,550 26.5661
10/26/18 4,000- *DO
10/25/18 100 27.2400
10/24/18 255- *DO
10/24/18 500- 27.2815
10/24/18 255- *DO
10/24/18 81 27.2472
10/24/18 510 *DI
10/23/18 1,200- 27.2959
10/23/18 2,000- 27.3112
10/23/18 300- *DO
10/22/18 5,250 27.2500
10/19/18 5,300 27.2450
10/18/18 10,000 27.4400
10/17/18 242 27.3779
10/17/18 60 27.3778
10/16/18 3,950 27.3690
10/15/18 500- 27.3416
10/05/18 500- 27.3611
10/04/18 3,000 27.2700
GABELLI & COMPANY INVESTMENT ADVISERS,INC.
11/08/18 16,400 27.4643
11/08/18 14,000 27.4600
11/05/18 1,500 26.3000
11/02/18 10,000 26.5661
10/25/18 100 27.2400
10/24/18 1,000 27.2200
10/22/18 7,900 27.2500
10/19/18 8,000 27.2450
10/16/18 500 27.3690
10/04/18 1,700 27.2700
10/03/18 81 27.2899
GABELLI ASSOCIATES LTD II E
11/08/18 6,300 27.4600
11/08/18 7,200 27.4643
11/05/18 800 26.3000
11/02/18 4,800 26.5661
10/24/18 300 27.2200
10/22/18 3,600 27.2500
10/19/18 3,500 27.2450
10/16/18 100 27.3690
10/04/18 800 27.2700
GABELLI ASSOCIATES LTD
11/08/18 13,500 27.4600
11/08/18 6,100 27.4643
10/24/18 1,200 27.2200
10/22/18 8,900 27.2500
10/19/18 9,100 27.2450
10/16/18 100 27.3690
10/04/18 1,700 27.2700
GABELLI ASSOCIATES FUND II
11/08/18 6,100 27.4643
11/08/18 5,200 27.4600
11/05/18 700 26.3000
11/02/18 3,200 26.5661
10/24/18 300 27.2200
10/22/18 2,900 27.2500
10/19/18 3,100 27.2450
10/04/18 800 27.2700
GABELLI ASSOCIATES FUND
11/08/18 17,800 27.4643
11/08/18 15,300 27.4600
11/05/18 1,800 26.3000
11/02/18 11,000 26.5661
10/24/18 700 27.2200
10/22/18 8,700 27.2500
10/19/18 8,800 27.2450
10/16/18 400 27.3690
10/04/18 1,900 27.2700
GABELLI FUNDS, LLC.
GABELLI VALUE PLUS
+ TRUST
10/24/18 10,000- 27.2800
GABELLI SMALL CAP GROWTH FUND
11/07/18 3,373- 26.9600
THE GDL FUND
11/08/18 40,000 27.4650
10/23/18 20,000 27.3098
10/12/18 6,000 27.3300
10/10/18 4,000 27.3700
10/08/18 19,000 27.3698
10/04/18 6,217 27.2784
GABELLI ENTERPRISE MERGERS & ACQUISITIONS FUND
11/08/18 50,000 27.4897
GAMCO MERGER ARBITRAGE
11/08/18 32,600 27.4600
11/08/18 37,950 27.4643
11/05/18 3,900 26.3000
11/02/18 22,450 26.5661
10/24/18 1,741 27.2200
10/22/18 14,450 27.2500
10/19/18 11,500 27.2450
10/16/18 5,150 27.3690
GAMCO ALL CAP VALUE
11/02/18 700 26.8100
GABELLI ABC FUND
10/10/18 25,000 27.3700
ASSOCIATED CAPITAL GROUP INC.
11/08/18 1,500 27.4643
11/08/18 1,200 27.4600
11/05/18 100 26.3000
11/02/18 1,000 26.5661
10/22/18 800 27.2500
10/19/18 700 27.2450
10/16/18 100 27.3690
10/04/18 100 27.2700
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE
NASDAQ GLOBAL SECURITIES MARKET.
(2) PRICE EXCLUDES COMMISSION.
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.
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