David R. Pelizzon - Aug 11, 2022 Form 4 Insider Report for ORTHOPEDIATRICS CORP (KIDS)

Role: Director, 10%+ Owner
Signature: /s/ David R. Pelizzon
Stock symbol: KIDS
Transactions as of: Aug 11, 2022
Transactions value $: $83,874,695
Form type: 4
Date filed: 8/15/2022, 05:38 PM
Previous filing: Jun 17, 2022
Next filing: Sep 22, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KIDS	Warrants (right to buy)	Purchase	$83.9M	+1.53M		$55.00	1.53M	Aug 11, 2022	Common Stock	1.53M	$0.00	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Squadron Capital LLC ("Squadron") beneficially owns shares of the Issuer's common stock with a market value in excess of the notification threshold of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The warrants may not be exercised until the expiration of all applicable HSR Act waiting periods or the exercise otherwise becomes exempt from the notification requirements thereunder. Once the warrants become exercisable, Squadron is obligated to exercise them within five (5) business days.
F2	These securities are held directly by 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 securities. The reporting person expressly disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

Content

Squadron Capital LLC ("Squadron") beneficially owns shares of the Issuer's common stock with a market value in excess of the notification threshold of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The warrants may not be exercised until the expiration of all applicable HSR Act waiting periods or the exercise otherwise becomes exempt from the notification requirements thereunder. Once the warrants become exercisable, Squadron is obligated to exercise them within five (5) business days.

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