Ownership Submission
FORM 4
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
KOSTUIK JOHN PHILIP MD
   2. Issuer Name and Ticker or Trading Symbol
K2M GROUP HOLDINGS, INC. [KTWO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
(Last)
(First)
(Middle)
C/O K2M GROUP HOLDINGS, INC., 600 HOPE PARKWAY SE		 3. Date of Earliest Transaction (Month/Day/Year)
11/09/2018
(Street)

LEESBURG, VA 20175		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/09/2018   D(1)   193,495 D $ 27.5 (2) 10,212 D  
Common Stock 11/09/2018   D(1)   10,212 (3) D $ 27.5 (4) 0 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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) $ 9.26 11/09/2018   D(1)     82,304   (5) 02/26/2021 Common Stock 82,304 (6) 0 D  
Stock Option (Right to Buy) $ 23.46 11/09/2018   D(1)     13,800   (7) 07/01/2025 Common Stock 13,800 (6) 0 D  
Stock Option (Right to Buy) $ 14.38 11/09/2018   D(1)     18,661   (8) 06/14/2026 Common Stock 18,661 (6) 0 D  
Stock Option (Right to Buy) $ 22.81 11/09/2018   D(1)     12,480   (9) 06/05/2027 Common Stock 12,480 (6) 0 D  
Stock Option (Right to Buy) $ 23.59 11/09/2018   D(1)     10,901   (10) 06/04/2028 Common Stock 10,901 (6) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KOSTUIK JOHN PHILIP MD
C/O K2M GROUP HOLDINGS, INC.
600 HOPE PARKWAY SE
LEESBURG, VA 20175		   X     Chief Medical Officer  

Signatures

 /s/Greg Cole by power of attorney   11/14/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On November 9, 2018, Stryker Corporation, a Michigan corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Austin Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 29, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
(2) At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $27.50 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
(3) Reflects shares of restricted stock.
(4) Each Issuer restricted stock award ("RSA"), whether vested or unvested, outstanding immediately prior to the Effective Time was cancelled and entitled the holder of such RSA, as applicable, to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to such award multiplied by (ii) the Merger Consideration, less any applicable withholding taxes.
(5) These options vested upon the attainment of performance criteria on February 1, 2017 with respect to a performance-based stock option award granted to the Reporting Person on February 27, 2011.
(6) At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of such stock option, less any applicable withholding taxes.
(7) These options were fully vested.
(8) These options were to vest ratably over a three year period beginning on June 14, 2017.
(9) These options were to vest ratably over a three year period beginning on June 6, 2018.
(10) These options were to vest ratably over a three year period beginning on June 5, 2019.

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