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.     )*

 

 

Paragon 28, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

69913P105

(CUSIP Number)

December 31, 2021

(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 4

 

 

  1    

  Names of Reporting Persons

 

  Bird-B, AG

  2  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

 

  3  

  SEC Use Only

 

  4  

  Citizenship or Place of Organization

 

  Switzerland

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

    5     

  Sole Voting Power

 

  15,551,180

   6   

  Shared Voting Power

 

  0

   7   

  Sole Dispositive Power

 

  15,551,180

   8   

  Shared Dispositive Power

 

  0

  9    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  15,551,180

10  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  Not Applicable

11  

  Percent of Class Represented by Amount in Row 9

 

  20.2%

12  

  Type of Reporting Person

 

  OO (Switzerland AG)

CUSIP No. 69913P105    Schedule 13G    Page 2 of 4

 

ITEM 1. (a)

  Name of Issuer:

Paragon 28, Inc. (the “Issuer”).

 

  (b)

Address of Issuer’s Principal Executive Offices:

14445 Grasslands Drive, Englewood, CO 80112.

 

ITEM 2. (a)

  Name of Person Filing:

This statement is filed on behalf of Bird-B, AG (the “Reporting Person”).

 

  (b)

Address or Principal Business Office:

The business address of the Reporting Person is Bahnhofstrasse 7, CH-6300, Zug, Switzerland.

 

  (c)

Citizenship of each Reporting Person is:

The Reporting Person is organized under the laws of Switzerland.    

 

  (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 3 of 4

 

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of as of the date hereof, based upon 77,126,895 shares of Common Stock outstanding as of November 7, 2022, based on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 7, 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
to dispose

or to

direct the
disposition

of:

     

Shared

power to

dispose

or to

direct

the

disposition

of:

  

Bird-B, AG

      15,551,180        20.2 %      15,551,180        0        15,551,180        0  

Investment and voting decisions for Bird-B, AG are made by three or more individuals, and therefore no individual is the beneficial owner of the shares held by Bird-B, AG.

 

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.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

Not applicable.

CUSIP No. 69913P105    Schedule 13G    Page 4 of 4

 

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: January 12, 2023

 

Bird-B, AG

By:

  

/s/ Beat Pfistner

Name:

   Beat Pfistner

Title:

   Authorized Signatory
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