UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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K2M Group Holdings, Inc.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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48273J107
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(CUSIP Number)
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December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
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1.
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Name of Reporting Person
Welsh, Carson, Anderson & Stowe XI, L.P.
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I.R.S. Identification No. of Above Person (Entities Only) (Voluntary)
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2.
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Check the Appropriate Box if a Member of a Group
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(a) [X]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
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21,879,385 *
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6.
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Shared Voting Power
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-0-
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7.
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Sole Dispositive Power
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21,879,385 *
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8.
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Shared Dispositive Power
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-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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21,879,385 *
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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58.6% **
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12.
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Type of Reporting Person
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PN
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1.
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Name of Reporting Person
WCAS Capital Partners IV, L.P.
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I.R.S. Identification No. of Above Person (Entities Only) (Voluntary)
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2.
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Check the Appropriate Box if a Member of a Group
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(a) [X]
(b) [ ]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With
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5.
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Sole Voting Power
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320,371 *
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6.
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Shared Voting Power
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-0-
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7.
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Sole Dispositive Power
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320,371 *
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8.
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Shared Dispositive Power
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-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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320,371 *
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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0.9% **
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12.
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Type of Reporting Person
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PN
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(a)
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Name of Issuer:
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K2M Group Holdings, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
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751 Miller Drive SE
Leesburg, VA 20175
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(a)
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Name of Person Filing:
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This statement is being filed by Welsh, Carson, Anderson & Stowe XI, L.P., a Delaware limited partnership (“WCAS XI”), and WCAS Capital Partners IV, L.P., a Delaware limited partnership (“WCAS CP IV”), (each a “Reporting Person” and together, the “Reporting Persons”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) the Securities Exchange Act of 1934, as amended.
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(b)
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Address of Principal Business Office of each Reporting Person:
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320 Park Avenue, Suite 2500
New York, NY 10022
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(c)
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Place of Organization of each Reporting Person:
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Delaware
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(d)
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Title of Class of Securities:
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Common Stock, $0.001 par value
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(e)
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CUSIP Number:
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48273J107
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Item 3.
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Statements filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c):
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Not Applicable.
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Item 4.
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Ownership.
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(a) through (c)
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The information requested hereunder is set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G.
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In addition, WCAS Management Corporation, a Delaware corporation, which is an affiliate of the Reporting Persons, beneficially owned 17,914 shares of Common Stock as of December 31, 2014, or less than 0.1% of the Common Stock then outstanding and WCAS XI Co-Investors LLC, a Delaware limited liability company, which is also an affiliate of the Reporting Persons, beneficially owned 17,914 shares of Common Stock as of December 31, 2014, or approximately 0.2% of the Common Stock then outstanding.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 2.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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Not applicable.
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WELSH, CARSON, ANDERSON & STOWE XI, L.P.
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By:
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WCAS XI Associates LLC, its general partner
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By:
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/s/ David Mintz
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Attorney-in-Fact
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WCAS CAPITAL PARTNERS IV, L.P.
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By:
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WCAS CP IV Associates LLC, its general partner
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By:
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/s/ David Mintz
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Attorney-in-Fact
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WELSH, CARSON, ANDERSON & STOWE XI, L.P.
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By:
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WCAS XI Associates LLC, its general partner
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By:
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/s/ David Mintz
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Attorney-in-Fact
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WCAS CAPITAL PARTNERS IV, L.P.
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By:
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WCAS CP IV Associates LLC, its general partner
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By:
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/s/ David Mintz
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Attorney-in-Fact
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