Jennifer N. Pritzker - Sep 20, 2022 Form 4 Insider Report for ORTHOPEDIATRICS CORP (KIDS)

Role: 10%+ Owner
Signature: /s/ Jennifer N. Pritzker
Stock symbol: KIDS
Transactions as of: Sep 20, 2022
Transactions value $: $458
Form type: 4
Date filed: 9/22/2022, 07:29 AM
Previous filing: Aug 15, 2022
Next filing: Mar 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KIDS	Common Stock	Exercise of in-the-money or at-the-money derivative security	$458	+1.53M	+28.36%	$0.00^*	6.9M	Sep 20, 2022	See footnote	F1
holding	KIDS	Common Stock						10.9K	Sep 20, 2022	Direct
holding	KIDS	Common Stock						1.3K	Sep 20, 2022	See footnote	F2
holding	KIDS	Common Stock						1.3K	Sep 20, 2022	See footnote	F3
holding	KIDS	Common Stock						707	Sep 20, 2022	See footnote	F4
holding	KIDS	Common Stock						500	Sep 20, 2022	See footnote	F5

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)	Exercise of in-the-money or at-the-money derivative security	$0	+1.53M		$0.00^*	0	Sep 20, 2022	Common Stock	1.53M	$0.00	See footnote	F1, F6

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

Explanation of Responses:

Id	Content
F1	These securities are held directly by Squadron Capital LLC ("Squadron"), a manager-managed limited liability company. As one of two members 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 her pecuniary interest therein.
F2	These shares are held by the Tawani Foundation. As the sole member of the Tawani Foundation, the reporting person may be deemed to be the beneficial owner of these shares. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of her pecuniary interest therein.
F3	These shares are held by the Pritzker Military Foundation. As the sole member of the Pritzker Military Foundation, the reporting person may be deemed to be the beneficial owner of these shares. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of her pecuniary interest therein.
F4	These shares are held by the reporting person's spouse, and the reporting person may be deemed to be the beneficial owner of these shares. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of her pecuniary interest therein.
F5	These shares are held by the Pritzker Military Museum and Library ("PMML"). As the sole member of PMML, the reporting person may be deemed to be the beneficial owner of these shares. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of her pecuniary interest therein.
F6	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 could not be exercised until the expiration of all applicable HSR Act waiting periods or the exercise otherwise becomes exempt from the notification requirements thereunder. On September 19, 2022, the waiting period under the HSR Act expired. Once the warrants became exercisable, Squadron Capital LLC was obligated to exercise them within five (5) business days.