Sec Form 4 Filing - Odle Gregory A @ ORTHOPEDIATRICS CORP - 2017-10-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Odle Gregory A 2. Issuer Name and Ticker or Trading Symbol ORTHOPEDIATRICS CORP [ KIDS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) C/O ORTHOPEDIATRICS CORP., 2850 FRONTIER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2017 (Street) WARSAW, IN46582 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/16/2017 A 11,725 ( 1 ) A $ 0 110,613 D Common Stock 10/16/2017 F 14,773 ( 2 ) D $ 13 95,840 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting O wners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Odle Gregory A C/O ORTHOPEDIATRICS CORP. 2850 FRONTIER DRIVE WARSAW, IN46582 Executive Vice President Signatures /s/ Daniel J. Gerritzen, Attorney-in-Fact 10/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of restricted stock granted pursuant to the Issuer's 2017 Incentive Award Plan. These shares will vest in full on the six month anniversary of the grant date (subject to the reporting person's continued service through such date); provided, however, that these shares will vest in full if the reporting person's employment is terminated by reason of death or disability or without "cause," or if the reporting person terminates his employment for "good reason" (each as defined in the reporting person's employment agreement). ( 2 )Represents shares delivered to the Issuer to satisfy tax withholdings in connection with the lapse of restrictions on 32.117 shares of restricted common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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