ORTHOPEDIATRICS CORP — Director's Dealing 2017

Oct 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORTHOPEDIATRICS CORP (KIDS)
CIK: 0001425450
Period of Report: 2017-10-16

Reporting Person: Pelizzon David R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-16	Common Stock	C	3455833	—	Acquired	3458379	Indirect
2017-10-16	Common Stock	C	1920062	—	Acquired	5378441	Indirect
2017-10-16	Common Stock	P	10000	$13.00	Acquired	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-16	Series A Convertible Preferred Stock	$	C	1000000	Disposed		Common Stock (670000)	Indirect
2017-10-16	Series B Convertible Preferred Stock	$	C	4157960	Disposed		Common Stock (2785833)	Indirect

Footnotes

F1: Represents shares received upon conversion of the Series A Convertible Preferred Stock and the Series B Convertible Preferred Stock immediately prior to the completion of the Issuer's initial public offering.

F2: Represents shares received upon conversion of a $16.0 million preference payment, and approximately $8.96 million of accrued and unpaid dividends, on the Series A Convertible Preferred Stock immediately prior to the completion of the Issuer's initial public offering.

F3: Represents shares that were purchased through a directed share program in connection with the Issuer's initial public offering.

F4: Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock converted into approximately 0.67 shares of Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. In connection with the conversion of the Series A Convertible Preferred Stock into Common Stock, a $16.00 million preference payment, and approximately $8.96 million of accrued and unpaid dividends, on the Series A Convertible Preferred Stock converted into 1,920,062 shares of Common Stock for no additional consideration at a conversion price of $13.00 per share (the initial public offering price of the Common Stock).

F5: These shares 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. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership for purposes of Section 16 or for any other purpose.