Statement of Changes in Beneficial Ownership (4)
November 14 2018 - 4:52PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Major Eric D
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2. Issuer Name
and
Ticker or Trading Symbol
K2M GROUP HOLDINGS, INC.
[
KTWO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
C/O K2M GROUP HOLDINGS, INC., 600 HOPE PARKWAY SE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2018
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(Street)
LEESBURG, VA 20175
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/20/2018
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G
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V
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218185
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D
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$0
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101006
(1)
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D
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Common Stock
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11/9/2018
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D
(2)
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94338
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D
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$27.50
(3)
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0
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I
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By Lewis Parker Family Trust
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Common Stock
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11/9/2018
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D
(2)
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391758
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D
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$27.50
(3)
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0
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I
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By limited liability company
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Common Stock
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11/9/2018
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D
(2)
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53110
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D
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$27.50
(3)
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0
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I
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By Lewis E.S. Parker 2008 Irrevocable Dynasty Trust
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Common Stock
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11/9/2018
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D
(2)
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14915
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D
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$27.50
(3)
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86091
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D
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Common Stock
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11/9/2018
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D
(2)
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86091
(4)
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D
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$27.50
(5)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$9.26
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11/9/2018
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D
(2)
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123456
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(6)
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2/26/2021
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Common Stock
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123456.0
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(7)
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0
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D
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Stock Option (Right to Buy)
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$9.26
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11/9/2018
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D
(2)
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123456
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(8)
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2/26/2021
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Common Stock
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123456.0
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(7)
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0
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D
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Stock Option (Right to Buy)
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$15.0
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11/9/2018
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D
(2)
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49383
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(6)
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5/7/2024
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Common Stock
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49383.0
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(7)
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0
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D
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Stock Option (Right to Buy)
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$23.46
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11/9/2018
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D
(2)
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54500
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(6)
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7/1/2025
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Common Stock
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54500.0
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(7)
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0
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D
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Stock Option (Right to Buy)
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$14.38
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11/9/2018
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D
(2)
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98438
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(9)
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6/14/2026
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Common Stock
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98438.0
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(7)
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0
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D
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Stock Option (Right to Buy)
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$22.81
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11/9/2018
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D
(2)
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115741
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(10)
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6/5/2027
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Common Stock
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115741.0
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(7)
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0
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D
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Stock Option (Right to Buy)
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$23.59
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11/9/2018
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D
(2)
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103583
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(11)
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6/4/2028
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Common Stock
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103583.0
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(7)
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0
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D
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Explanation of Responses:
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(1)
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Reflects the number of shares beneficially owned after taking into account a correction to the number of shares purchased under the issuer's stock purchase plan reflected in the Form 4 filed on July 3, 2018.
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(2)
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On November 9, 2018, Stryker Corporation, a Michigan corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Austin Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 29, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
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(3)
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At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $27.50 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
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(4)
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Reflects shares of restricted stock.
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(5)
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Each Issuer restricted stock award ("RSA"), whether vested or unvested, outstanding immediately prior to the Effective Time was cancelled and entitled the holder of such RSA, as applicable, to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to such award multiplied by (ii) the Merger Consideration, less any applicable withholding taxes.
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(6)
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These options were fully vested.
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(7)
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At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of such stock option, less any applicable withholding taxes.
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(8)
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These options vested upon the attainment of performance criteria on February 1, 2017 with respect to a performance-based stock option award granted to the Reporting Person on February 27, 2011.
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(9)
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These options were to vest ratably over a three year period beginning on June 14, 2017.
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(10)
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These options were to vest ratably over a three year period beginning on June 6, 2018.
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(11)
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These option were to vest ratably over a three year period beginning on June 5, 2019.
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Major Eric D
C/O K2M GROUP HOLDINGS, INC.
600 HOPE PARKWAY SE
LEESBURG, VA 20175
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X
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President & CEO
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Signatures
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/s/Greg Cole by power of attorney
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11/14/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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