David R. Pelizzon - Sep 20, 2022 Form 4 Insider Report for ORTHOPEDIATRICS CORP (KIDS)

Signature
/s/ David R. Pelizzon
Stock symbol
KIDS
Transactions as of
Sep 20, 2022
Transactions value $
$458
Form type
4
Date filed
9/22/2022, 07:31 AM
Previous filing
Aug 15, 2022
Next filing
Feb 3, 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 24.8K Sep 20, 2022 Direct

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, F2
* 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"). 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.
F2 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.