SecProbe.io

Mail Stop 3030

June 28 , 2016

Mark C. Throdahl
President and Chief Executive Officer
OrthoPediatrics, Corp.
2850 Frontier Drive
Warsaw, IN 46582

Re: OrthoPediatrics, Corp.
Registration Statement on Form S -1
Filed June 16, 2016
  File No. 333 -212076

Dear Mr. Throdahl :

We have reviewed your amended registration statement  and have the following comment .
In our comment , we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment appl ies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have  additional comments.

Note 11. Net Loss per share, page F -23

1. Tell us why you are presenting a supplemental pro forma EPS that shows the impact on
pro forma EPS as if the accumulated dividends related to the Series A and Series B
redeemable convertible preferred stock were converted into common shares. Support
your con clusion that such an event is probable .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mark C. Throdahl
OrthoPediatrics, Corp.
June 28, 2016
Page 2

 Notwithstanding our comments, in the event y ou request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing eff ective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Tara Harkins  at (202) 551 -3639 or Kate Tillan, Assistant Chief
Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial
statements and related matters.  Please contact Brian  Soares  at (202) 551 -3580 or Daniel Morris,
Special Counsel,  at (202) 551 -3314 with any other questions.

Sincerely,

/s/ Daniel Morris for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Charles K. Ruck , Esq.
Latham & Watkins LLP