Edgar Filing: K2M GROUP HOLDINGS, INC.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Welsh, Carson, Anderson & Stowe XI, L.P.

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]

(Last)

(First)

(Middle)

C/O WELSH, CARSON, ANDERSON & STOWE,Â 320 PARK AVENUE, SUITE 2500

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10022

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

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	17,791,745	D ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	2,688,988	$ ⁽⁴⁾	D ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â
Series B Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	2,205,208	$ ⁽⁴⁾	D ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Welsh, Carson, Anderson & Stowe XI, L.P. C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
WELSH PATRICK J C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
CARSON RUSSELL L C/O WELSH, CARSON, ANDERSON AND STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
ANDERSON BRUCE K C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
DENICOLA ANTHONY J C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â
QUAELLY PAUL B C/O WELSH, CARSON, ANDERSON & STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK,Â NYÂ 10022	Â X	Â X	Â	Â
SWANI SANJAY C/O WELSH, CARSON, ANDERSON AND STOWE 320 PARK AVENUE, SUITE 2500 NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

/s/ David Mintz, Attorney-in-Fact		05/07/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The securities reported as directly beneficially owned by the designated Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of the sole general partner of the designated Reporting Person. Pursuant to Instruction 5(b)(iv) of Form 3, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
(2)	Each Reporting Owner listed below also indirectly beneficially owns the securities of the Issuer held by WCAS Capital Partners IV, L.P. reported on a Form 3 for WCAS Capital Partners IV, L.P. filed on the same date as this Form 3. Such individuals are managing members of the sole general partner of WCAS Capital Partners IV, L.P. Such individuals may also be deemed to indirectly beneficially own 76,452 shares of Common Stock (on an as-converted basis) held by WCAS XI Co-Investors LLC. Pursuant to Instruction 5(b)(iv) of Form 3, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by each such entity, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
(3)	Jonathan M. Rather also indirectly beneficially owns the securities of the Issuer held by WCAS Management Corporation reported on a Form 3 for WCAS Management Corporation filed on the same date as this Form 3. Mr. Rather is the sole controlling shareholder of WCAS Management Corporation. Pursuant to Instruction 5(b)(iv) of Form 3, Mr. Rather has elected to report as indirectly beneficially owned the entire number of securities owned by such entity, however he disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
(4)	All outstanding shares of Preferred Stock will automatically convert to Common Stock upon the closing of the Issuer's initial public offering for no additional consideration. The Preferred Stock has no expiration date.
Â Remarks: PartÂ 1Â ofÂ 2

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