Sec Form 4 Filing - Major Lane E @ K2M GROUP HOLDINGS, INC. - 2018-11-09

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 Major Lane E 2. Issuer Name and Ticker or Trading Symbol K2M GROUP HOLDINGS, INC. [ KTWO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O K2M GROUP HOLDINGS, INC., 600 HOPE PARKWAY SE 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2018 (Street) LEESBURG, VA20175 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 11/09/2018 D( 1 ) 75,761 D $ 27.5 ( 2 ) 22,464 D Common Stock 11/09/2018 D( 1 ) 22,464 ( 3 ) D $ 27.5 ( 4 ) 0 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 Stoc k Option (Right to Buy) $ 9.26 11/09/2018 D( 1 ) 61,728 ( 5 ) 02/27/2021 Common Stock 61,728 ( 6 ) 61,728 D Stock Option (Right to Buy) $ 9.26 11/09/2018 D( 1 ) 61,728 ( 5 ) 02/27/2021 Common Stock 61,728 ( 6 ) 0 D Stock Option (Right to Buy) $ 15 11/09/2018 D( 1 ) 23,457 ( 5 ) 05/07/2024 Common Stock 23,457 ( 6 ) 0 D Stock Option (Right to Buy) $ 23.46 11/09/2018 D( 1 ) 19,000 ( 5 ) 07/01/2025 Common Stock 19,000 ( 6 ) 0 D Stock Option (Right to Buy) $ 14.38 11/09/2018 D( 1 ) 32,665 ( 7 ) 06/14/2026 Common Stock 32,665 ( 6 ) 0 D Stock Option (Right to Buy) $ 22.81 11/09/2018 D( 1 ) 21,807 ( 8 ) 06/06/2027 Common Stock 21,807 ( 6 ) 0 D Stock Option (Right to Buy) $ 23.59 11/09/2018 D( 1 ) 29,880 ( 9 ) 06/04/2028 Common Stock 29,880 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Major Lane E C/O K2M GROUP HOLDINGS, INC. 600 HOPE PARKWAY SE LEESBURG, VA20175 Chief Operating Officer Signatures /s/ Greg Cole, by power of attorney 11/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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"). ( 3 )Reflects shares of restricted stock. ( 4 )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. ( 5 )These options were fully vested. ( 6 )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. ( 7 )These options were to vest ratably over a three year period beginning on June 14, 2017. ( 8 )These options were to vest ratably over a three year period beginning on June 6, 2018. ( 9 )These options were to vest ratably over a three year period beginning on June 5, 2019.

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