SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Rosenthal Lee

(Last)

(First)

(Middle)

C/O PARAGON 28, INC.

14445 GRASSLANDS DIVE

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2022

3. Issuer Name and Ticker or Trading Symbol
Paragon 28, Inc. [ FNA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,214,165	I	See Footnote⁽¹⁾
Common Stock	1,142,435	D
Common Stock	281,530	I	See Footnote⁽²⁾
Common Stock	104,135	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽⁴⁾	01/01/2025	Common Stock	75,000⁽⁵⁾	$0.6	D
Stock Options (Right to Buy)	⁽⁴⁾	12/31/2025	Common Stock	25,000⁽⁵⁾	$0.6	D
Stock Options (Right to Buy)	⁽⁴⁾	12/31/2026	Common Stock	50,000⁽⁵⁾	$1.2	D
Stock Options (Right to Buy)	⁽⁴⁾	12/31/2027	Common Stock	50,000⁽⁵⁾	$4.6	D
Stock Options (Right to Buy)	⁽⁴⁾	12/31/2028	Common Stock	50,000⁽⁵⁾	$5.4	D
Stock Options (Right to Buy)	⁽⁴⁾	12/31/2029	Common Stock	25,000⁽⁵⁾	$6.6	D
Stock Options (Right to Buy)	⁽⁶⁾	12/31/2030	Common Stock	25,000⁽⁵⁾	$6.6	D

Explanation of Responses:

1. Shares held by Rosenthal Investment Company, LLC, of which the Reporting Person is the managing member.

2. Shares held in an IRA for the benefit of Mr. Rosenthal.

3. Shares held in an IRA for the benefit of Mr. Rosenthal's spouse.

4. The option is fully vested and exercisable.

5. Reflects a 5-for-1 forward stock split of the Issuer's outstanding common stock effected on October 8, 2021.

6. 50% of the shares subject to the option vest annually measured from December 31, 2020 (the 'Vesting Commencement Date'), such that 100% of the shares subject to the option will be fully vested and exercisable on the second anniversary of the Vesting Commencement Date.

	/s/ Lee Rosenthal	07/21/2022
	** 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 5 (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 Number.