| Item 1. | |
| (a) | Name of issuer:
Paragon 28, Inc. |
| (b) | Address of issuer's principal executive offices:
c/o Zimmer Biomet Holdings, Inc., 345 East Main Street, Warsaw, IN, 46580 |
| Item 2. | |
| (a) | Name of person filing:
MVM Partners, LLC
MVM V LP
MVM V (2020) LP
MVM GP (No. 5) LP |
| (b) | Address or principal business office or, if none, residence:
MVM Partners LLC: Old City Hall, 45 School Street, Boston, MA 02108
MVM V LP and MVM V (2020) LP: 38 Wigmore Street, Fourth Floor, Suite 2, London W1U 2RU, United Kingdom
MVM GP (No. 50) LP: 50 Lothian Road, Festival Square, Edinburgh, Scotland, EH3 9WJ. |
| (c) | Citizenship:
MVM Partners, LLC: a Delaware limited liability company
MVM V LP: an entity formed under the laws of the United Kingdom
MVM V (2020) LP: an entity formed under the laws of the United Kingdom
MVM GP (No. 5) LP: an entity formed under the laws of the United Kingdom |
| (d) | Title of class of securities:
Common Stock, $0.01 par value per share |
| (e) | CUSIP No.:
69913P105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
MVM Partners LLC: 4,854,882
MVM V LP: 1,892,903
MVM V (2020) LP: 2,933,579
MVM GP (No. 5) LP: 28,400 |
| (b) | Percent of class:
MVM Partners LLC: 5.8% (1)
MVM V LP: 2.2% (1)
MVM V (2020) LP: 3.5% (1)
MVM GP (No. 5) LP: 0.0% (1) |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
MVM Partners LLC: 0
MVM V LP: 0
MVM V (2020) LP: 0
MVM GP (No. 5) LP: 0
|
| | (ii) Shared power to vote or to direct the vote:
MVM Partners LLC: 4,854,882
MVM V LP: 1,892,903
MVM V (2020) LP: 2,933,579
MVM GP (No. 5) LP: 28,400
|
| | (iii) Sole power to dispose or to direct the disposition of:
MVM Partners LLC: 0
MVM V LP: 0
MVM V (2020) LP: 0
MVM GP (No. 5) LP: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
MVM Partners LLC: 4,854,882
MVM V LP: 1,892,903
MVM V (2020) LP: 2,933,579
MVM GP (No. 5) LP: 28,400
(1) Percentage based on 84,152,663 shares of Common Stock outstanding as of March 3, 2025, as reported by the Issuer in its Form 10-K. To the extent that Item 5 below indicates "ownership of 5 percent or less of a class", such response only applies to MVM V LP, MVM V (2020) LP, and MVM GP (No. 5) LP that, as indicated herein, beneficially own less than 5% of the Issuer's outstanding Common Stock.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Each of the Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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