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 * MVM Partners LLP 2. Issuer Name and Ticker or Trading Symbol Paragon 28, Inc. [ FNA ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
30 ST. GEORGE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
9/9/2022
(Street)
LONDON, X0 W1S SFH
(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  9/9/2022    S    29200  D $18.7139  14027392 (1) I  See footnote (4)
Comon Stock  9/12/2022    S    800  D $18.8838  14026592 (2) I  See footnote (4)
Common Stock  9/12/2022    S    51231  D $19.0401  13975361 (3) I  See footnote (4)

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

Explanation of Responses:
(1)  Consists of (i) 5,469,235 shares of common stock held by MVM V LP; (ii) 8,476,095 shares of common stock held by MVM V (2020) LP; and (iii) 82,062 shares of common stock held by MVM GP (No. 5) LP.
(2)  Consists of (i) 5,468,923 shares of common stock held by MVM V LP; (ii) 8,475,612 shares of common stock held by MVM V (2020) LP; and (iii) 82,057 shares of common stock held by MVM GP (No. 5) LP.
(3)  Consists of (i) 5,448,925 shares of common stock held by MVM V LP; (ii) 8,444,679 shares of common stock held by MVM V (2020) LP; and (iii) 81,757 shares of common stock held by MVM GP (No. 5) LP.
(4)  The Reporting Person is the manager, or an affiliate of the manager, of MVM V LP, MVM V (2020) LP and MVM GP (No.5) LP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MVM Partners LLP
30 ST. GEORGE STREET
LONDON, X0 W1S SFH

X


Signatures
/s/ Eric Bednarski 9/13/2022
**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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