Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Paragon 28, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
69913P105
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 69913P105 | Schedule 13G | Page 1 of 7 |
| 1 |
Names of Reporting Persons
Rosenthal Investment Company, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Colorado | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
7,214,165 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
7,214,165 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,214,165 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.4% | |||||
| 12 | Type of Reporting Person
OO | |||||
| CUSIP No. 69913P105 | Schedule 13G | Page 2 of 7 |
| 1 |
Names of Reporting Persons
Lee Rosenthal | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
281,794 | ||||
| 6 | Shared Voting Power
7,318,300 | |||||
| 7 | Sole Dispositive Power
281,794 | |||||
| 8 | Shared Dispositive Power
7,318,300 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,600,094 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.9% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 69913P105 | Schedule 13G | Page 3 of 7 |
| ITEM 1. | (a) Name of Issuer: |
Paragon 28, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
14445 Grasslands Driv e, Englewood, CO 80112
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Rosenthal Investment Company, LLC
Lee Rosenthal
| (b) | Address or Principal Business Office: |
The business address of each of the Reporting Persons is 7865 Forest Keep Circle, Parker, CO 80134.
| (c) | Citizenship of each Reporting Person is: |
Rosenthal Investment Company, LLC is organized under the laws of Colorado. Lee Rosenthal is a citizen of the United States.
| (d) | Title of Class of Securities: |
Common Stock, par value $0.01 per share (“Common Stock”).
| (e) | CUSIP Number: |
69913P105
| ITEM 3. |
|
Not applicable.
| CUSIP No. 69913P105 | Schedule 13G | Page 4 of 7 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2022, based upon 77,126,895 shares of Common Stock outstanding as of November 7, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power or to direct of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Rosenthal Investment Company, LLC(1) |
7,214,165 | 9.4 | % | 0 | 7,214,165 | 0 | 7,214,165 | |||||||||||||||||
| Lee Rosenthal(2) |
7,600,094 | 9.9 | % | 281,794 | 7,318,300 | 281,794 | 7,318,300 | |||||||||||||||||
| (1) | Rosenthal Investment Company, LLC is the record holder of 7,214,165 shares of Common Stock in the Issuer. |
| (2) | Mr. Rosenthal may be deemed the beneficial owner of 7,599,830 shares of Common Stock, which includes (i) 264 shares of Common Stock held directly by Mr. Rosenthal, (ii) 7,214,165 shares of Common Stock held by the Rosenthal Investment Company, LLC, where Mr. Rosenthal is a managing member, (iii) 281,530 shares of Common Stock held in an IRA for the benefit of Mr. Rosenthal and (iv) 104,135 shares of Common Stock held in an IRA for the benefit of Mr. Rosenthal’s spouse. |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| CUSIP No. 69913P105 | Schedule 13G | Page 5 of 7 |
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 69913P105 | Schedule 13G | Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2023
| Rosenthal Investment Company, LLC | ||
| By: | /s/ Lee Rosenthal | |
| Name: | Lee Rosenthal | |
| Title: | Managing Member | |
| Lee Rosenthal | ||
| /s/ Lee Rosenthal | ||
| CUSIP No. 69913P105 | Schedule 13G | Page 7 of 7 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99 | Joint Filing Agreement (previously filed). |