Sec Form 3 Filing - DaCosta Albert @ Paragon 28, Inc. - 2021-10-14

FORM 3 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 DaCosta Albert 2. Issuer Name and Ticker or Trading Symbol Paragon 28, Inc. [ FNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O PARAGON 28, INC., 14445 GRASSLANDS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2021 (Street) ENGLEWOOD, CO80112 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 232,890 ( 1 ) D Common Stock 5,000,000 ( 1 ) I See footnote ( 2 ) Common Stock 6,480,610 ( 1 ) I See footnote ( 3 )

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 Stock Option (Right to Buy) $ 0.6 ( 1 ) ( 4 ) 01/01/2025 Common Stock 75,000 ( 1 ) D Stock Option (Right to Buy) $ 0.6 ( 1 ) ( 4 ) 12/31/2025 Common Stock 75,000 ( 1 ) D Stock Option (Right to Buy) $ 1.2 ( 1 ) ( 4 ) 12/31/2026 Common Stock 125,000 ( 1 ) D Stock Option (Right to Buy) $ 4.6 ( 1 ) ( 4 ) 12/31/2027 Common Stock 125,000 ( 1 ) D Stock Option (Right to Buy) $ 5.4 ( 1 ) ( 5 ) 12/31/2028 Common Stock 50,000 ( 1 ) D Stock Option (Right to Buy) $ 6.6 ( 1 ) ( 6 ) 12/31/2029 Common Stock 37,500 ( 1 ) D Stock Option (Right to Buy) $ 6.6 ( 1 ) ( 7 ) 12/31/2030 Common Stock 75,000 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DaCosta Albert C/O PARAGON 28, INC. 14445 GRASSLANDS DRIVE ENGLEWOOD, CO80112 X See Remarks Signatures /s/ Jonathan Friedman, as Attorney-in-Fact for Albert DaCosta 10/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a 5-for-1 forward stock split of the Issuer's outstanding common stock effected on October 8, 2021. ( 2 )Shares are held by DaCosta Investment Company, LLC, of which the Reporting Person is a manager. ( 3 )Shares are held by The DaCosta Family Trust, of which the Reporting Person is trustee. ( 4 )The shares subject to the option vest are fully vested and exercisable. ( 5 )50% of the shares subject to the option vest annually measured from December 31, 2018 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the second anniversary of the Vesting Commencement Date. ( 6 )50% of the shares subject to the option vest annually measured from December 31, 2019 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the second anniversary of the Vesting Commencement Date. ( 7 )50% of the shares subject to the option vest annually measured from December 31, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the second anniversary of the Vesting Commencement Date.

Remarks: President & Chief Executive OfficerExhibit 24.1 - Power of Attorney

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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