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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cole Gregory S 		2. Issuer Name and Ticker or Trading Symbol

K2M GROUP HOLDINGS, INC. [ KTWO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O K2M GROUP HOLDINGS, INC., 600 HOPE PARKWAY SE 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/15/2017
(Street)

LEESBURG, VA 20175
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/15/2017     M    29160   A $9.26   87425   D    
Common Stock   6/15/2017     S (1)    29160   D $22.83   (2) 58265   D    
Common Stock   6/16/2017     M    13787   A $9.26   72052   D    
Common Stock   6/16/2017     S (1)    13787   D $22.73   (3) 58265   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   6/15/2017     M         29160    2/1/2017   2/26/2021   Common Stock   29160.0   $0   53144   D    
Stock Option (Right to Buy)   $9.26   6/16/2017     M         13787    2/1/2017   2/26/2021   Common Stock   13787.0   $0   39357   D    

Explanation of Responses:
(1)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
(2)  The price in Column 4 is a weighted average. The prices actually received ranged from $22.59 to $23.05. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(3)  The price in Column 4 is a weighted average. The prices actually received ranged from $22.60 to $22.84. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cole Gregory S
C/O K2M GROUP HOLDINGS, INC.
600 HOPE PARKWAY SE
LEESBURG, VA 20175

Chief Financial Officer

Signatures
/s/ Greg Cole 6/16/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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