ORTHOPEDIATRICS CORP — Director's Dealing 2017

Oct 11, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ORTHOPEDIATRICS CORP (KIDS)
CIK: 0001425450
Period of Report: 2017-10-11

Reporting Person: Pelizzon David R (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1206	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$30.97	2022-08-23	Common Stock (1340)		Indirect
Series A Convertible Preferred Stock	$23.88		Common Stock (670000)		Indirect
Series B Convertible Preferred Stock	$13.09		Common Stock (2785833)		Indirect

Footnotes

F1: These shares of Common Stock and stock option are held by Squadron Capital LLC ("Squadron"). As the President and a member of the Managing Committee of Squadron, the reporting person may be deemed to be the beneficial owner of these shares of Common Stock and stock option. The reporting person expressly disclaims beneficial ownership of these shares of Common Stock and stock option, except to the extent of his pecuniary interest therein. The inclusion of these shares of Common Stock and stock option in this report shall not be deemed to be an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

F2: The stock option is fully vested and immediately exercisable.

F3: All outstanding shares of Series A Convertible Preferred Stock (the "Series A Stock") are held by Squadron. The Series A Stock is convertible at any time at Squadron's election into shares of Common Stock at the then-existing conversion price, and has no expiration date. Upon the closing of the initial public offering of the Common Stock, a $16.0 million preference payment, together with all accrued and unpaid dividends, on the Series A Stock will automatically convert into shares of Common Stock at a conversion price equal to the initial public offering price.

F4: The Series B Convertible Preferred Stock is convertible at any time at the holder's election into shares of Common Stock at the then-existing conversion price, and has no expiration date.