SecProbe.io

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 June 25, 2025

David R. Bailey
President and Chief Executive Officer
Orthopediatrics Corp
2850 Frontier Drive
Warsaw, Indiana 46582

 Re: Orthopediatrics Corp
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-38242
Dear David R. Bailey:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
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 2850 Frontier Drive | Warsaw, IN 46582 Ph: 574.268.6379 | Fax: 574.268.6302 www.orthopediatrics.com June 24, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Attention: Ms. Christie Wong and Ms. Li Xiao Re: OrthoPediatrics Corp. Form 10-K for the Fiscal Year Ended December 31, 2024 Response Dated June 2, 2025 File No. 001-38242 Ladies and Gentlemen: OrthoPediatrics Corp., a Delaware corporation (the “Company”), is submitting this letter in response to the comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 2, 2025 (the “Comment Letter”) and subsequent response dated June 11, 2025 with respect to the Company’s Form 10-K filed with the Commission on March 5, 2025. For your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter. In this letter, we have recited the Staff’s comments in bold type and have followed each comment with the Company’s response. Form 10-K for the Fiscal Year Ended December 31, 2024 Critical Accounting Policies and Significant Judgements and Estimates Inventory Valuation, page 84 1. We note your response to comment 1. Given the substantial amount of inventory held on consignment, please include in future filings your accounting policy for the consigned inventory, similarly as provided in your response. Your disclosure should include a description of the nature and the expected life of the consigned inventory, how its value may or may not be affected by physical deterioration or obsolescence, and the process used to evaluate it for obsolescence. In addition, discuss your long sale cycle and your business growth in determination of its classification. Lastly, consider providing a detailed analysis in Management’s Discussion and Analysis of the revenue recognized in each period from sales of consigned inventory. If substantially all of your sales are made through consignment, disclose that fact clearly. We acknowledge the Staff comments and will include enhanced disclosures regarding inventories and revenue recognition within the Critical Accounting Policies and Significant Judgements and Estimates section within our Management Discussion and Analysis Item in our Annual Report on Form 10-K for the year ending December 31, 2025.

 2850 Frontier Drive | Warsaw, IN 46582 Ph: 574.268.6379 | Fax: 574.268.6302 www.orthopediatrics.com Within the aforementioned section, we will include the following enhanced disclosures regarding inventory and revenue recognition (using 2024 information as an example): Inventory Valuation Our global inventory, which primarily consists of implants and instruments held in our warehouses, with third-party independent sales agencies or distributors, or consigned directly with hospitals, are considered finished goods and are purchased from third parties. Inventory is stated at the lower of cost or net realizable value, with cost determined using the first-in-first-out method. As of December 31, 2024, inventory held on consignment at sales agencies, distributors, or other customers was $95.4 million, or approximately 75% of gross inventory. We evaluate the carrying value of our inventory in relation to the estimated forecast of product demand, which takes into consideration the life cycle of the products. Most of our inventory is non-sterile, metallic implants and instruments that do not have an expiration date or shelf life. We classify our implant and bracing inventory as a current asset and the related deployed instrument inventory is classified within Property and Equipment, Net. Instruments are reusable hand-held devices, specifically designed for use with our implants, and are used by surgeons during surgery. Instruments are typically not sold and are routinely used longer than one year. The implant and bracing inventory is classified as a current asset because it is expected to be sold, consumed, or converted into cash within a year or within the normal operating cycle of the business. Each inventory set contains multiple sizes of implants, most of which do not expire. The usage of the majority of the surgical implants falls within a normal standard deviation, however to meet patient needs, the surgeon requires access to all implant sizes within each set because they may not know what implant sizes are needed until in surgery. The need to stock sufficient amounts of inventory in various sizes results in higher inventory levels which can and does lead to longer inventory turns. The outlier implant sizes not routinely used in surgery will remain in the set until required for a surgery which could be several months after consignment, extending inventory turns. Before inventory sets are consigned and used in surgery, the Company acquires the necessary set components which are initially recorded as inventory. When all implants are received and the entire set is complete, the set is deployed into the distribution channel as consigned inventory for surgical use in new or existing children’s hospitals within a distributor’s geographical territory. Since all implants are necessary before a set can be placed on consignment, there is additional lead time required between product procurement, receipt, and deployment into the channel, which typically takes several months. In addition, the Company’s surgical implant business has historically experienced growth in excess of 20% annually which has also contributed to increased inventory levels to meet current and future customer demand. The need to maintain substantial levels of inventory impacts our estimates for excess and obsolete inventory. Each of our systems are designed to include implantable products that come in different sizes and shapes to accommodate the surgeon’s needs. Typically, a small number of the set components are used in each surgical procedure. Certain components within each set may become excess before other components based on the usage patterns. We adjust inventory values to reflect these usage patterns and life cycle. We continuously monitor our global inventory for excess or obsolete items in relation to estimated forecasted product demand and the product life cycle. A significant decrease in demand could result in an increase in the amount of excess inventory on hand, which could lead to additional charges for excess and obsolete inventory. As of December 31, 2024, our excess and obsolete inventory reserve was $9.6 million.

 2850 Frontier Drive | Warsaw, IN 46582 Ph: 574.268.6379 | Fax: 574.268.6302 www.orthopediatrics.com In addition, we continue to introduce new products and acquire new companies or technologies, which we believe will increase our revenue and also increases our on-hand inventory. As a result, we may be required to take additional charges for excess and obsolete inventory in the future. Revenue Recognition In the United States and in fourteen international markets, we primarily sell our implants, and to a much lesser extent our instruments, through third-party independent sales agencies to medical facilities and hospitals. For such sales, revenue and associated cost of revenue is recognized when a product is used in a procedure. In a few cases, hospitals purchase our products for their own inventory, and such revenue and associated cost of revenue is recognized when control of the product transfers to the customer, typically upon shipment. Approximately 70% of our 2024 global revenue is from the usage and sale of consigned inventory. Sales of our bracing products are sold to stocking distributors, hospitals, orthotists and other medical professionals or directly to end customers. Revenue is recognized for braces generally when title passes upon shipment. Our O&P clinics recognize revenue when our custom manufactured braces or other products are fitted to and accepted by patients. Revenue from these O&P clinics is primarily derived from contracts with third party payors. At, or subsequent to delivery, an invoice is issued to the third-party payor, which primarily consists of commercial insurance companies, Medicare, Medicaid, and private or patient pay individuals. Revenue is recognized for the amounts expected to be received from payors based on contractual reimbursement rates, which are net of estimated contractual discounts and other implicit price concessions. These revenue amounts are further revised as claims are adjudicated, which may result in additional disallowances, which are considered as part of the transaction price and recorded as a reduction of revenues. Outside of the United States, we sell our products directly to hospitals through independent sales agencies or to independent stocking distributors. Generally, the distributors are allowed to return products. Based on a history of reliable collections, we have concluded that a contract exists and revenue should be recognized when we transfer control of our products to the customer, generally when title passes upon shipment. Additionally, based on our history of immaterial returns from international customers, we have historically estimated no reserve for returns. * * * * * Please do not hesitate to contact me by telephone at (574) 267-0877 with any questions or comments regarding this correspondence. Sincerely, Fred Hite Chief Operating Officer and Chief Financial Officer

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 June 11, 2025

David R. Bailey
President and Chief Executive Officer
Orthopediatrics Corp
2850 Frontier Drive
Warsaw, Indiana 46582

 Re: Orthopediatrics Corp
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Response Dated June 2, 2025
 File No. 001-38242
Dear David R. Bailey:

 We have reviewed your response to our comment letter and have the
following
comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Critical Accounting Policies and Significant Judgements and Estimates
Inventory Valuation, page 84

1. We note your response to comment 1. Given the substantial amount of
inventory held
 on consignment, please include in future filings your accounting policy
for the
 consigned inventory, similarly as provided in your response. Your
disclosure should
 include a description of the nature and the expected life of the
consigned inventory,
 how its value may or may not be affected by physical deterioration or
obsolescence,
 and the process used to evaluate it for obsolescence. In addition,
discuss your long
 sale cycle and your business growth in determination of its
classification. Lastly,
 consider providing a detailed analysis in Management's Discussion and
Analysis of
 the revenue recognized in each period from sales of consigned inventory.
If
 substantially all of your sales are made through consignment, disclose
that fact
 clearly.
 June 11, 2025
Page 2

 Please contact Christie Wong at 202-551-3684 or Li Xiao at 202-551-4391
if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
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 2850 Frontier Drive | Warsaw, IN 46582 Ph: 574.268.6379 | Fax: 574.268.6302 www.orthopediatrics.com June 2, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services Attention: Ms. Christie Wong and Ms. Li Xiao Re: OrthoPediatrics Corp. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed March 5, 2025 File No. 001-38242 Ladies and Gentlemen: OrthoPediatrics Corp., a Delaware corporation (the “Company”), is submitting this letter in response to the comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 20, 2025 (the “Comment Letter”) with respect to the Company’s Form 10-K filed with the Commission on March 5, 2025. For your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the Comment Letter. In this letter, we have recited the Staff’s comments in bold type and have followed each comment with the Company’s response. Form 10-K for the Fiscal Year Ended December 31, 2024 Critical Accounting Policies and Significant Judgements and Estimates Inventory Valuation, page 84 1. We note that inventories constitute your largest asset and that the December 31, 2024 inventory balance is more than twice the amount of your annual cost of revenue in 2024. Please address the following comments related to your inventories in future filings: • Disclose the amounts of inventory that you determined to be excess and obsolete, if significant; • Discuss whether a (presumably) significant amount of consigned inventory would impact your inventory valuation; and if so, consider disclosing the total amount of your consigned inventory held at your sales agencies, distributors or other customers; • Explain your basis and considerations for classifying all inventories as current assets. See Item 303(b)(3) of Regulation S-K. We acknowledge the Staff’s comments and will consider enhanced disclosures regarding inventories in future filings. Our global inventory, which primarily consists of implants and instruments held in our warehouses, with third-party independent sales agencies or distributors, or consigned directly with hospitals, are considered finished goods and are purchased from third parties. Each of our implant systems are

 2850 Frontier Drive | Warsaw, IN 46582 Ph: 574.268.6379 | Fax: 574.268.6302 www.orthopediatrics.com designed to include implantable products that come in different sizes and shapes to accommodate the surgeon’s needs. In addition, we continue to introduce new products and acquire new companies or technologies increasing our on-hand inventory. The majority of this inventory is non-sterile, metallic implants and instruments that do not have an expiration date or shelf life. We continuously monitor our global inventory for excess or obsolete items in relation to estimated forecasted product demand and product life cycles. As of December 31, 2024, excess and obsolete inventory was $9.6M, less than 8% of gross inventory. We will disclose this balance in future filings, if significant. As of December 31, 2024, inventory held on consignment at sales agencies, distributors, or other customers is $95.4M, 75% of gross inventory. We will disclose this balance in future filings. We classify our implant and bracing inventory as a current asset because it is expected to be sold, consumed, or converted into cash within a year or within the normal operating cycle of the business. Each inventory set contains multiple sizes of implants. The usage of the majority of the surgical implants falls within a normal standard deviation, however to meet patient needs, the surgeon requires access to all implant sizes within each set because they may not know what implant sizes are needed until in surgery. The need to stock sufficient amounts of inventory in various sizes results in higher inventory levels which can and does lead to longer inventory turns. Before inventory sets are consigned and used in surgery, the Company acquires the necessary set components which are initially recorded as inventory. When all implants are received and the entire set is complete, the set is deployed into the distribution channel as consigned inventory for surgical use in new or existing children’s hospitals within a distributor’s geographical territory. Since all implants are necessary before a set can be placed on consignment, there is additional lead time required between product procurement, receipt, and deployment into the channel, which typically takes several months. In addition, the Company’s surgical implant business has historically experienced growth in excess of 20% annually which has also contributed to increased inventory levels to meet current and future customer demand. Goodwill and Other Intangible Assets, page 84 2. We note you identified a triggering event related to ApiFix trademark valuation resulting in impairment charges, and also reported reduction of the ApiFix portfolio inventory as part of the restructuring charges. Explain how you have considered ApiFix’s lower than expected forecasted revenue and the inventory write down related to restructuring in your goodwill impairment analysis. In that regard, we note that the ApiFix acquisition appeared to have generated significant amount of goodwill, and that you only performed qualitative assessment of your goodwill for your two reporting units in 2024. The impairment of the ApiFix tradename and the reduction of the ApiFix inventory due to restructuring were two separate events. As part of the annual impairment test for indefinite-lived intangible assets performed annually during the fourth quarter, due to lower than expected revenue of the ApiFix product line, the ApiFix trademark was deemed partially impaired during the year ended December 31, 2024. The ApiFix product has experienced challenges in the market resulting in slower than anticipated surgeon adoption. In addition, as part of a larger cost reduction effort, the Company initiated a global restructuring of its operations in the fourth quarter of 2024 which included a reduction of the footprint and staffing of the ApiFix entity in Israel and further integration of the ApiFix product into the broader scoliosis portfolio.

 2850 Frontier Drive | Warsaw, IN 46582 Ph: 574.268.6379 | Fax: 574.268.6302 www.orthopediatrics.com Due to a shift in the current ApiFix target customer by redefining the target customer to focus on patients with a smaller specific range of spine curvature, sales forecasts were reduced impacting the amount of on-hand inventory needed (as some of it was now considered excess) and the impairment. The Company is still committed to the ApiFix product and continues to market and sell ApiFix globally, just with a reduced population of potential customers. The Company completed its annual goodwill assessment in the fourth quarter and deemed that it was more likely than not that the implied value of the Company’s goodwill of each of our two reporting units was greater than the carrying amount of goodwill and it was not necessary to perform a quantitative impairment test. The goodwill associated with the historical ApiFix acquisition was subsumed within and integrated into the much broader surgical implant reporting unit, which includes all of our other surgical implant product offerings, which have been growing at a rate of approximately 20% per year for many years. ApiFix sales were approximately $4.0 million compared to our total implant sales of $160.2 million for the year ended December 31, 2024. The partial impairment of the ApiFix tradename, and the subsequent write down of ApiFix inventory, was not considered to meet any of the factors outlined in ASC 350-20-35-3C such that the fair value of the surgical implant reporting unit was not more likely than not less than its carrying value. 3. In future filings, where applicable, please consider providing the following disclosures for each reporting unit that is at risk of failing the quantitative impairment test as defined in ASC 350: • The percentage by which fair value exceeded carrying value at the date of the most recent test; • The amount of goodwill allocated to the reporting unit; • A description of key assumptions used and how they were determined; • A discussion of the degree of uncertainty associated with key assumptions and a sensitivity analysis of the impact of changes in key assumption; and • A description of potential events and/or change in circumstances that could reasonably be expected to negatively affect key assumptions. We acknowledge the Staff comments and will consider enhanced disclosures for each reporting unit that is at risk of failing the quantitative impairment test as defined in ASC 350 in future filings, where applicable. As of December 31, 2024, the fair value of both reporting units substantially exceeded their carrying values. * * * * * Please do not hesitate to contact me by telephone at (574) 267-0877 with any questions or comments regarding this correspondence. Sincerely, Fred Hite Chief Operating Officer and Chief Financial Officer

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 May 20, 2025

David R. Bailey
President and Chief Executive Officer
Orthopediatrics Corp
2850 Frontier Drive
Warsaw, Indiana 46582

 Re: Orthopediatrics Corp
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-38242
Dear David R. Bailey:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Critical Accounting Policies and Significant Judgments and Estimates
Inventory Valuation, page 84

1. We note that inventories constitute your largest asset and that the
December 31, 2024
 inventory balance is more than twice the amount of your annual cost of
revenue in
 2024. Please address the following comments related to your inventories
in your
 future filings:
 Disclose the amounts of inventory that you determined to be excess
and obsolete,
 if significant;
 Discuss whether a (presumably) significant amount of consigned
inventory would
 impact your inventory valuation; and if so, consider disclosing the
total amount of
 your consigned inventory held at your sales agencies, distributors
or other
 customers;
 Explain your basis and considerations for classifying all
inventories as current
 assets.
 See Item 303(b)(3) of Regulation S-K.
 May 20, 2025
Page 2

Goodwill and Other Intangible Assets, page 84

2. We note you identified a triggering event related to ApiFix trademark
valuation
 resulting in impairment charges, and also reported reduction of the
ApiFix portfolio
 inventory as part of the restructuring charges. Explain how you have
considered
 ApiFix s lower than expected forecasted revenue and the inventory
write down related
 to restructuring in your goodwill impairment analysis. In that regard,
we note that the
 ApiFix acquisition appeared to have generated significant amount of
goodwill, and
 that you only performed qualitative assessment of your goodwill for your
two
 reporting units in 2024.
3. In future filings, where applicable, please consider providing the
following disclosures
 for each reporting unit that is at risk of failing the quantitative
impairment test as
 defined in ASC 350:
 The percentage by which fair value exceeded carrying value at the
date of the
 most recent test;
 The amount of goodwill allocated to the reporting unit;
 A description of key assumptions used and how they were determined;
 A discussion of the degree of uncertainty associated with key
assumptions and a
 sensitivity analysis of the impact of changes in key assumption; and
 A description of potential events and/or change in circumstances
that could
 reasonably be expected to negatively affect key assumptions.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Christie Wong at 202-551-3684 or Li Xiao at 202-551-4391
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
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    OrthoPediatrics Corp.

    2850 Frontier Drive

    Warsaw, Indiana 46582

April 17, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jessica Ansart

Re:           OrthoPediatrics
Corp.

Registration Statement on Form S-3

File No. 333-277996

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended,
OrthoPediatrics Corp., a Delaware corporation (the “Company”), hereby respectfully requests that effectiveness of the above-referenced
Registration Statement be accelerated by the Securities and Exchange Commission to 4:00 p.m. (Eastern Time) on April 19, 2024,
or as soon as practicable thereafter.

Please contact Jeremy E. Hill of Dentons Bingham Greenebaum LLP, counsel
to the Company, at (317) 968-5384 with any questions you may have regarding this request.

    Sincerely,

    OrthoPediatrics Corp.

    By:
    /s/ Daniel J. Gerritzen

    Daniel J. Gerritzen, General Counsel, Executive Vice President of Legal, and Secretary

 cc: Jeremy E. Hill, Dentons Bingham Greenebaum LLP

United States securities and exchange commission logo
March 22, 2024
David Bailey
President and Chief Executive Officer
OrthoPediatrics Corp.
2850 Frontier Drive
Warsaw, IN 46582
Re:OrthoPediatrics Corp.
Registration Statement on Form S-3
Filed March 15, 2024
File No. 333-277996
Dear David Bailey:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeremy E. Hill

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        OrthoPediatrics Corp.

        2850 Frontier Drive

        Warsaw, Indiana 46582

March 25, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Courtney Lindsay

Re:        OrthoPediatrics
Corp.

Registration Statement on Form
S-3

File No. 333-237177

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended,
OrthoPediatrics Corp., a Delaware corporation (the “Company”), hereby respectfully requests that effectiveness of the
above-referenced Registration Statement be accelerated by the Securities and Exchange Commission to 4:00 p.m. (Eastern Time) on
March 27, 2020, or as soon as practicable thereafter.

Please contact Bradley C. Arnett of Dentons Bingham Greenebaum
LLP, counsel to the Company, at (513) 455-7611 with any questions you may have regarding this request.

    Sincerely,

    OrthoPediatrics
    Corp.

    By:
    /s/ Daniel J. Gerritzen

    Daniel J. Gerritzen, Vice President, General Counsel
and Secretary

 cc: Bradley C. Arnett, Dentons Bingham Greenebaum LLP

Jeremy E. Hill, Dentons Bingham Greenebaum
LLP

March 23, 2020
Fred Hite
Chief Financial Officer
OrthoPediatrics Corp.
2850 Frontier Drive
Warsaw, IN 46582
Re:OrthoPediatrics Corp.
Registration Statement on Form S-3
Filed March 13, 2020
File No. 333-237177
Dear Mr. Hite:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

June 10, 2019
Fred Kite
Chief Financial Officer
OrthoPediatrics Corp.
2850 Frontier Drive
Warsaw, IN 46582
Re:OrthoPediatrics Corp.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 7, 2019
File No. 001-38242
Dear Mr. Kite:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

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May 30, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Electronics and Machinery

Attention: Ms. Tara Harkins

 Re: OrthoPediatrics Corp.

Form 10-K for the Fiscal Year Ended December 31,
2018

Filed March 7, 2019

File No. 001-38242

Ladies and Gentlemen:

OrthoPediatrics Corp., a Delaware corporation (the “Company”),
is submitting this letter in response to the comments received from the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated May 15, 2019 (the “Comment Letter”)
with respect to the Company’s Form 10-K filed with the Commission on March 7, 2019.

For your convenience, the numbered paragraphs of this letter
correspond to the numbered paragraphs of the Comment Letter. In this letter, we have recited the Staff’s comments in bold
type and have followed each comment with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2018

Item 6. Selected Financial Data, page 65

 1. We note that you eliminate public company costs when calculating non-GAAP adjusted EBITDA. Please describe the nature of
these costs and explain why these costs are not normal recurring cash operating expenses necessary to operate your business. Refer
to Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

In response to the Staff’s comments, the “public
company costs” line item consists of additional expenses incurred to operate OrthoPediatrics as a public company following
our Initial Public Offering (“IPO”) in October 2017. These costs include additional external audit and legal fees,
increased Director and Officer insurance premiums, greater Board Member fees commensurate with a public company, public relation
firm and investor conference fees, NASDAQ filing fees and the costs related to other external service providers for SEC and equity
reporting.

Certain of the above mentioned public company fees
were incurred in both 2017 and 2018, however given that the Company completed its IPO in October 2017, the public company costs
were significantly higher in the fourth quarter and the full year of 2018 as we incurred a full period of public company expenses
in 2018.

    2850 Frontier
        Drive

        Warsaw,
        Indiana 46582

        www.orthopediatrics.com

        TOLL-FREE

        PHONE

        FAX

        877.268.6339

        574.268.6379

        574.269.3692

    TRAUMA
 & DEFORMITY

    SCOLIOSIS

    SPORTS
    MEDICINE

We believe our presentation is correct in our Annual
Report on Form 10-K for the Fiscal Year Ended December 31, 2018. However, in future filings, we do not anticipate including any
elimination of public company costs for prior or future periods in our Non-GAAP adjusted EBITDA disclosure since the comparative
years disclosed will have equivalent public company expenses and we would be a public company for the entirety of future periods.

 2. We note that non-GAAP adjusted EBITDA excludes professional services fees that you describe as non-recurring although you
have reported the item for the last two fiscal years. Please explain to us in more detail the nature of this adjustment and tell
us how your presentation complies with the guidance in Item 10(e)(1)(ii)(B) of Regulation S-K.

In response to the Staff’s comments, the professional
services fees included in our non-GAAP adjusted EBITDA disclosure specifically relate to the legal fees incurred for our defense
of the K2M, Inc. patent infringement lawsuit disclosed in Item 3. Legal Proceedings and Note 14 – Commitments and
Contingencies in our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2018. This legal matter began in January
2017 and is still ongoing.

While we have been involved in certain patent disputes
in the past, they are generally settled well before formal litigation and do not result in material legal expense. Based on our
history, we believe the attorney fees associated with this matter are a non-recurring extraordinary expense for OrthoPediatrics
and are not reasonably likely to occur again within two years. However, since this particular matter has now been proceeding for
over two years, we agree that, going forward, these fees should not be excluded from adjusted EBITDA in compliance with Item 10(e)(1)(ii)(B)
of Regulation S-K. In future filings, we will not exclude the expenses related to this litigation from our Adjusted EBITDA calculation
for prior or future periods.

* * * * *

Please do not hesitate to contact me by telephone at (574) 267-0877
with any questions or comments regarding this correspondence.

Sincerely,

Fred Hite

Chief Financial Officer

    TRAUMA
 & DEFORMITY           SCOLIOSIS

           SPORTS
    MEDICINE

May 15, 2019
Fred Kite
Chief Financial Officer
OrthoPediatrics Corp.
2850 Frontier Drive
Warsaw, IN 46582
Re:OrthoPediatrics Corp.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 7, 2019
File No. 001-38242
Dear Mr. Kite:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Item 6. Selected Financial Data, page 65
1.We note that you eliminate public company costs when calculating non-GAAP adjusted
EBITDA. Please describe the nature of these costs and explain why these costs are not
normal recurring cash operating expenses necessary to operate your business. Refer
to Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
2.We note that non-GAAP adjusted EBITDA excludes professional services fees that you
describe as non-recurring although you have reported the item for the last two fiscal years.
Please explain to us in more detail the nature of this adjustment and tell us how your
presentation complies with the guidance in Item 10(e)(1)(ii)(B) of Regulation S-K.

 FirstName LastNameFred  Kite
 Comapany NameOrthoPediatrics Corp.
 May 15, 2019 Page 2
 FirstName LastName
Fred  Kite
OrthoPediatrics Corp.
May 15, 2019
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
             You may contact Tara Harkins at (202) 551-3639 or Kevin Kuhar, Branch Chief, at
(202) 551-3662 with any questions.

Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
filename1.htm

        OrthoPediatrics Corp.

        2850 Frontier Drive

        Warsaw, Indiana 46582

November 7, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Caleb French

    Re:
    OrthoPediatrics Corp.

    Registration Statement on Form S-3

    File No. 333-228103

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended,
OrthoPediatrics Corp., a Delaware corporation (the “Company”), hereby respectfully requests that effectiveness of the
above-referenced Registration Statement be accelerated by the Securities and Exchange Commission to 5:00 p.m. (Eastern Time) on
November 9, 2018, or as soon as practicable thereafter.

Please contact Bradley C. Arnett of Bingham Greenebaum Doll
LLP, counsel to the Company, at (513) 455-7611 with any questions you may have regarding this request.

    Sincerely,

    OrthoPediatrics Corp.

    By:
    /s/ Daniel J. Gerritzen

    Daniel J. Gerritzen, Vice President, General  Counsel and Secretary

    cc:
    Bradley C. Arnett, Bingham Greenebaum Doll LLP

    Jeremy E. Hill, Bingham Greenebaum Doll LLP

November 6, 2018
Mark C. Throdahl
President and Chief Executive Officer
OrthoPediatrics Corp.
2850 Frontier Drive
Warsaw, IN 46582
Re:OrthoPediatrics Corp.
Registration Statement on Form S-3
Filed November 1, 2018
File No. 333-228103
Dear Mr. Throdahl:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Caleb French at 202-551-6947 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Jeremy E. Hill, Esq.

CORRESP
1
filename1.htm

OrthoPediatrics
Corp.

2850 Frontier Drive

Warsaw, IN 46582

October 6, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington D.C. 20549

Attention: Amanda Ravitz

    Re:
    OrthoPediatrics Corp.

    Registration Statement on Form S-1

    File No. 333-212076

Ladies and Gentlemen,

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant hereby requests acceleration of the effective date of the above-referenced
Registration Statement, so that it may become effective at 4:00 p.m., Eastern Time, on October 11, 2017, or as soon as practicable
thereafter.

If you have
any questions regarding the foregoing, please contact Christopher Lueking of Latham & Watkins LLP at (312) 876-7680.

[Signature Page Follows]

    Very truly yours,

    ORTHOPEDIATRICS CORP.

    By:
    /s/ Fred L. Hite

    Fred L. Hite

    Chief Financial Officer

[Signature Page to Company Acceleration
Request]

CORRESP
1
filename1.htm

October 6, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington D.C. 20549

Attention: Amanda Ravitz

    Re:
    OrthoPediatrics Corp.

    Registration Statement on Form S-1

    File No. 333-212076

Ladies and Gentlemen,

Pursuant to Rule 460
of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between October 2, 2017
and the date hereof, approximately 1,315 copies of the Preliminary Prospectus dated October 2, 2017 were distributed to prospective
underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

We wish to advise you
that the participating underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

We hereby join in the
request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00
p.m., Eastern time, on October 11, 2017, or as soon as practicable thereafter.

[Signature Page Follows]

    Very truly yours,

    PIPER JAFFRAY & CO.

    STIFEL, NICOLAUS & COMPANY, INCORPORATED

    As representatives of the Underwriters

    PIPER JAFFRAY & CO.

    By:
    /s/ Christie L. Christina

    Name:
    Christie L. Christina

    Title:
    Managing Director

    STIFEL, NICOLAUS & COMPANY, INCORPORATED

    By:
    /s/ Nicholas Oust

    Name:
    Nicholas Oust

    Title:
    Managing Director

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

    330 North Wabash Avenue

    Suite 2800

    Chicago, Illinois  60611

    Tel: +1.312.876.7700  Fax: +1.312.993.9767

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Barcelona
    Moscow

    Beijing
    Munich

    Boston
    New York

    Brussels
    Orange County

    Century City
    Paris

    Chicago
    Riyadh

        October 2, 2017

        VIA EDGAR AND HAND DELIVERY

        Amanda Ravitz

        Assistant Director

        Office of Electronics and Machinery

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, DC 20549

    Dubai
    Rome

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

 Re: OrthoPediatrics Corp.

Amendment No. 2 to Registration Statement on Form
S-1

Filed September 8, 2017

File No. 333-212076

Dear Ms. Ravitz:

On behalf of OrthoPediatrics Corp. (the
“Company”), set forth below is the Company’s response to the comments of the Staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”).
An electronic version of Amendment No. 3 to the Registration Statement (the “Amendment”) has been concurrently
filed with the Commission through its EDGAR system. The enclosed copy of the Amendment has been marked to reflect changes made
to the Registration Statement.

Set forth below is the Company’s response
to the comment of the Staff’s letter to the Company, dated September 15, 2017, relating to the Registration Statement. For
convenience of reference, the text of the Staff’s comment has been reproduced in bold and italics herein. The Company has
provided its response immediately after the comment. Capitalized terms used but not otherwise defined herein have the meanings
assigned to such terms in the Amendment.

Consolidated Statement
of Operations, page F-4

 1. We note the presentations of the foreign currency translation adjustment and comprehensive loss on page F-5 for the six
months ended June 30, 2017. Revise the filing to provide a consolidated statement of comprehensive income as required by ASC 220-10-45.

Response: In response to
the Staff’s comment, the Company has revised page F-5 of the Amendment to provide a consolidated statement of comprehensive
loss for the six months ended June 30, 2017. Prior to the six months ended June 30, 2017, there were no transactions or activity
required to be reported in other comprehensive loss/income.

October 2, 2017

Page 2

Note 2. Significant
Accounting Policies

Inventories,
net page F-10

 2. We note on page F-9 that you consign inventory to your customers. Please revise the filing to disclose the amount of
consigned inventory held at each reporting period end as required by Question 2 paragraph 4 of SAB Topic 13A(2).

Response: In response to
the Staff’s comment, the Company supplementally advises the Staff that its domestic inventory of implants and instruments,
all of which is classified as finished goods, is held either in its warehouse or with independent sales agencies. Consistent with
the guidance in SAB Topic 13(A)(2) and as disclosed on page 61 of the Amendment, the Company does not recognize domestic revenue
upon shipment of inventory to the independent sales agencies, as title is still retained by the Company. Rather, domestic revenue
is primarily recognized when the inventory is used by the hospital for surgeries, at which point title has passed to the respective
hospital customer.

For international sales, title does
in fact pass upon shipment to these international distributors. However, because the Company has concluded that collectability
is not reasonably assured, international revenue is not recognized until cash has been received from the distributor in payment.
Accordingly, the Company has separately disclosed inventory held by international distributors in the consolidated balance sheets
on page F-3 of the Amendment.

The Company also respectfully refers
the Staff to response No. 24 in its letter to the Staff, dated April 22, 2016, and notes that there has been no change to its inventory
accounting policies since such date.

*********

Any comments or questions regarding the
foregoing should be directed to the undersigned at +1.312.876.7680. Thank you in advance for your cooperation in connection with
this matter.

    Very truly yours,

    /s/ Christopher D. Lueking

    Christopher D. Lueking, Esq.

    of LATHAM & WATKINS LLP

Enclosures

October 2, 2017

Page 3

cc: (via e-mail)

Mark C. Throdahl, OrthoPediatrics Corp.

Charles Ruck, Latham & Watkins LLP

Divakar Gupta, Cooley LLP

CORRESP
1
filename1.htm

        September 28, 2017

        VIA EDGAR AND E-MAIL

        Amanda Ravitz

        Assistant Director

        Office of Electronics and Machinery

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, DC 20549

    330 North Wabash Avenue

    Suite 2800

    Chicago, Illinois  60611

    Tel: +1.312.876.7700  Fax: +1.312.993.9767

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Barcelona
    Moscow

    Beijing
    Munich

    Boston
    New York

    Brussels
    Orange County

    Century City
    Paris

    Chicago
    Riyadh

    Dubai
    Rome

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

 Re: OrthoPediatrics Corp.

Amendment No. 2 to Registration Statement on Form
S-1

Filed September 8, 2017

File No. 333-212076

Dear Ms. Ravitz:

On behalf of OrthoPediatrics Corp.
(the “Company”), attached for your review are revised pages to the Company’s Amendment No. 2
to the Registration Statement on Form S-1 (the “Registration Statement”) disclosing a reverse stock
split, price range, share numbers and details regarding the Company’s incentive plan and offering-related restricted
stock grants. These pages have been marked to reflect changes to Amendment No. 2 to the Registration Statement. A draft of
the Company’s response (the “Response Letter”) to the comments of the Staff of the Division
of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the
Registration Statement is also attached. This submission is additionally being filed as correspondence through the
Commission’s EDGAR system.

Any comments or questions regarding the
foregoing should be directed to the undersigned at +1.312.876.7680. Thank you in advance for your cooperation in connection with
this matter.

    Very truly yours,

    /s/ Christopher D. Lueking

    Christopher D. Lueking, Esq.

    of LATHAM & WATKINS LLP

cc: (via e-mail)

Mark C. Throdahl, OrthoPediatrics Corp.

Charles Ruck, Latham & Watkins LLP

Divakar Gupta, Cooley LLP

    330 North Wabash Avenue

    Suite 2800

    Chicago, Illinois  60611

    Tel: +1.312.876.7700  Fax: +1.312.993.9767

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Barcelona
    Moscow

    Beijing
    Munich

    Boston
    New York

    Brussels
    Orange County

    Century City
    Paris

    Chicago
    Riyadh

        [October 2], 2017

        VIA EDGAR AND HAND DELIVERY

        Amanda Ravitz

        Assistant Director

        Office of Electronics and Machinery

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, DC 20549

    Dubai
    Rome

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

 Re: OrthoPediatrics Corp.

Amendment No. 2 to Registration Statement on Form
S-1

Filed September 8, 2017

File No. 333-212076

Dear Ms. Ravitz:

On behalf of OrthoPediatrics Corp. (the
“Company”), set forth below is the Company’s response to the comments of the Staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”).
An electronic version of Amendment No. 3 to the Registration Statement (the “Amendment”) has been concurrently
filed with the Commission through its EDGAR system. The enclosed copy of the Amendment has been marked to reflect changes made
to the Registration Statement.

Set forth below is the Company’s response
to the comment of the Staff’s letter to the Company, dated September 15, 2017, relating to the Registration Statement. For
convenience of reference, the text of the Staff’s comment has been reproduced in bold and italics herein. The Company has
provided its response immediately after the comment. Capitalized terms used but not otherwise defined herein have the meanings
assigned to such terms in the Amendment.

Consolidated Statement
of Operations, page F-4

 1. We note the presentations of the foreign currency translation adjustment and comprehensive loss on page F-5 for the six
months ended June 30, 2017. Revise the filing to provide a consolidated statement of comprehensive income as required by ASC 220-10-45.

Response: In response to
the Staff’s comment, the Company has revised page F-5 of the Amendment to provide a consolidated statement of comprehensive
loss for the six months ended June 30, 2017. Prior to the six months ended June 30, 2017, there were no transactions or activity
required to be reported in other comprehensive loss/income.

[October 2], 2017

Page 2

Note 2. Significant
Accounting Policies

Inventories,
net page F-10

 2. We note on page F-9 that you consign inventory to your customers. Please revise the filing to disclose the amount of
consigned inventory held at each reporting period end as required by Question 2 paragraph 4 of SAB Topic 13A(2).

Response: In response to
the Staff’s comment, the Company supplementally advises the Staff that its domestic inventory of implants and instruments,
all of which is classified as finished goods, is held either in its warehouse or with independent sales agencies. Consistent with
the guidance in SAB Topic 13(A)(2) and as disclosed on page 61 of the Amendment, the Company does not recognize domestic revenue
upon shipment of inventory to the independent sales agencies, as title is still retained by the Company. Rather, domestic revenue
is primarily recognized when the inventory is used by the hospital for surgeries, at which point title has passed to the respective
hospital customer.

For international sales, title does
in fact pass upon shipment to these international distributors. However, because the Company has concluded that collectability
is not reasonably assured, international revenue is not recognized until cash has been received from the distributor in payment.
Accordingly, the Company has separately disclosed inventory held by international distributors in the consolidated balance sheets
on page F-3 of the Amendment.

The Company also respectfully refers
the Staff to response No. 24 in its letter to the Staff, dated April 22, 2016, and notes that there has been no change to its inventory
accounting policies since such date.

*********

Any comments or questions regarding the
foregoing should be directed to the undersigned at +1.312.876.7680. Thank you in advance for your cooperation in connection with
this matter.

    Very truly yours,

    Christopher D. Lueking, Esq.

    of LATHAM & WATKINS LLP

Enclosures

[October 2], 2017

Page 3

cc: (via e-mail)

Mark C. Throdahl, OrthoPediatrics Corp.

Charles Ruck, Latham & Watkins LLP

Divakar Gupta, Cooley LLP

Mail Stop 3030
September 15, 2017

Via E -mail
Mark C. Throdahl
Chief Executive Officer
OrthoPediatrics  Corp.
2850 Frontier Drive
Warsaw, IN 46582

Re: OrthoPediatrics Corp.
Amendment No. 2 to Registration Statement on Form S -1
Filed September 8, 2017
  File No. 333 -212076

Dear Mr. Throdahl :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, 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 comments apply to your facts and
circumstances or do no t 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 these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our August 31, 2017 letter .

Consolidated Statement of Operations, page F -4

1. We note the presentations of the foreign currency translation adjustment and
comprehensive loss on pa ge F-5 for the six months ended June 30, 2017. Revise the filing
to provide a consolidated statement of comprehensive income as required by ASC 220 -
10-45.

Mark C. Throdahl
OrthoPediatrics Corp.
September 15 , 2017
Page 2

 Note 2.   Significant Accounting Policies

Inventories, net page F -10

2. We note on page F -9 that yo u consign inventory to your customers. Please revise the
filing to disclose the amount of consigned inventory held at each reporting period end as
required by Question 2 paragraph 4 of SAB Topic 13A(2).

You may  contact Tara Harkins at (202) 551 -3639  or Kevin Kuhar , Accounting Branch
Chief , at (202) 551 -3662  if you have questions regarding comments on the financial s tatements
and related matters.  Please contact  Heather Percival  at (202) 551 -3498  or Geoff Kruczek,
Special Counsel,  at (202) 551 -3641  with any  other questions.

Sincerely,

 /s/ Kevin J. Kuhar for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

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

CORRESP
1
filename1.htm

    September 8, 2017

    VIA EDGAR AND HAND DELIVERY

    Amanda Ravitz

    Assistant Director

    Office of Electronics and Machinery

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

    330 North Wabash Avenue

    Suite 2800

    Chicago, Illinois  60611

    Tel: +1.312.876.7700  Fax: +1.312.993.9767

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Barcelona
    Moscow

    Beijing
    Munich

    Boston
    New York

    Brussels
    Orange County

    Century City
    Paris

    Chicago
    Riyadh

    Dubai
    Rome

    Düsseldorf
    San Diego

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

 Re: OrthoPediatrics Corp.

Amendment No. 1 to Registration Statement on Form S-1

Filed August 10, 2017

File No. 333-212076

Dear Ms. Ravitz:

On behalf of OrthoPediatrics Corp. (the “Company”),
set forth below is the Company’s response to the comments of the Staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) relating
to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”).
An electronic version of Amendment No. 2 to the Registration Statement (the “Amendment”) has been concurrently
filed with the Commission through its EDGAR system. The enclosed copy of the Amendment has been marked to reflect changes made
to the Registration Statement.

Set forth below is the Company’s response
to the comment of the Staff’s letter to the Company, dated August 31, 2017, relating to the Registration Statement. For convenience
of reference, the text of the Staff’s comment has been reproduced in bold and italics herein. The Company has provided its
response immediately after the comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such
terms in the Amendment.

Litigation or other
proceedings . . ., page 41

 1. Please clarify why you deleted disclosure regarding your lack of awareness of third-party claims.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 42, 105 and 106 of the Amendment to address a recent
lawsuit filed in the United States District Court for the District of Delaware alleging, among other things, intellectual property
infringement by the Company. In addition, the Company supplementally advises the Staff that on August 28, 2017, it received
a preliminary notification from an individual physician regarding potential intellectual property infringement by the Company.
The Company currently has no further information and has instructed its outside counsel to engage the individual’s attorney
regarding this matter. The Company hereby undertakes to update the disclosure in a subsequent amendment to the
Registration Statement to address this matter, if necessary. The Company supplementally advises the Staff that it is unaware
of any other such third-party claims.

September 8, 2017

Page 2

Overview, page 59

 2. We note the disclosure regarding your 30% compound annual growth rate since 2011. If that percentage is not indicative
of your growth during the most recent fiscal years or periods, as indicated by your disclosure on page 57, please revise to clarify
and explain the reason for the lower growth. Also, if recent, lower growth is indicative of a material known trend, please provide
the disclosure required by Item 303 of Regulation S-K.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 2, 61 and 77 of the Amendment to replace “30%
compound annual growth rate” with a more precise description of the Company’s growth rate that is indicative of each
fiscal year since 2011. The Company supplementally advises the Staff that annual fluctuations in the Company’s growth rate
are not indicative of any material known trend.

Product Pipeline,
page 88

 2. We note your revised disclosure here. Please revise to indicate the status of development and regulatory status for each
of the products you list in your product pipeline.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 91 and 92 of the Amendment to indicate the development
and regulatory status for each of the products listed in its product pipeline.

Stockholders Agreement,
page 118

 2. Please clarify the “certain” board representation rights Squadron will have following the completion of this
offering.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 121 and 122 of the Amendment to address the board
representation rights Squadron will have following the completion of this offering. In addition, the Stockholders Agreement will
be filed as Exhibit 4.4 to a subsequent amendment to the Registration Statement.

*********

Any comments or questions regarding the foregoing should be directed
to the undersigned at +1.312.876.7680. Thank you in advance for your cooperation in connection with this matter.

September 8, 2017

Page 3

    Very truly yours,

    /s/ Christopher D. Lueking

    Christopher D. Lueking, Esq.

    of LATHAM & WATKINS LLP

    Enclosures

    cc: (via e-mail)

    Mark C. Throdahl, OrthoPediatrics Corp.

    Charles Ruck, Latham & Watkins LLP

    Divakar Gupta, Cooley LLP

Mail Stop 3030
August 31, 2017

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

Re: OrthoPediatrics Corp.
Amendment No. 1 to Registration Statement on Form S -1
Filed August 10, 2017
  File No. 333 -212076

Dear Mr. Throdahl :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, 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 comments apply to your facts and
circumstances or do not bel ieve 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 these  comments, we may have  additional comments.   Unless we note
otherwise , our references to prior comments are to comments in our June 28, 2016 letter .

Litigation or other proceedings . . ., page 41

1. Please clarify why you deleted disclosure regarding your lack of awareness of third -party
claims.

Overview, page 59

2. We note  the disclosure regarding your 30% compound annual growth rate since 2011.  If
that percentage is not indicative of your growth during the most recent fiscal years or
periods, as indicated by your disclosure on page 57, please revise to clarify and explain
the reason for the lower growth.  Also, if recent, lower growth is indicative of a material
known trend, please provide the disclosure required by Item 303 of Regulation S -K.

Mark C. Throdahl
OrthoPediatrics Corp.
August 31, 2017
Page 2

 Product Pipeline, page 88

3. We note your revised disclosure here.  Please rev ise to indicate the status of development
and regulatory status for each of the products you list in your product pipeline.

Stockholders Agreement, page 118

4. Please clarify the “certain” board representation rights Squadron will have following the
complet ion of this offering.

You may  contact Tara Harkins at (202) 551 -3639  or Kevin Kuhar, Accounting Branch
Chief , at (202) 551 -3662 if you have questions regarding comments on the financial s tatements
and related matters.  Please contact  Heather Percival  at (202) 551 -3498  or Geoff Kruczek,
Special Counsel,  at (202) 551 -3641  with any other questions.

Sincerely,

 /s/ Geoff Kruczek for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Charles K. Ruck, Esq.
 Latham & Watkins LL P

CORRESP
1
filename1.htm

    330 North Wabash Avenue

    Suite 2800

    Chicago, Illinois  60611

    Tel: +1.312.876.7700  Fax: +1.312.993.9767

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Barcelona
    Moscow

    Beijing
    Munich

    Boston
    New York

    Brussels
    Orange County

    Century City
    Paris

    Chicago
    Riyadh

    Dubai
    Rome

    Düsseldorf
    San Diego

        August 10, 2017

        VIA EDGAR AND HAND DELIVERY

        Amanda Ravitz

        Assistant Director

        Office of Electronics and Machinery

        Securities and Exchange Commission

    Frankfurt
    San Francisco

    Hamburg
    Seoul

    Hong Kong
    Shanghai

    Houston
    Silicon Valley

    London
    Singapore

    Los Angeles
    Tokyo

    Madrid
    Washington, D.C.

    Milan

100 F Street, N.E.

Washington, DC 20549

 Re: OrthoPediatrics Corp.

Registration Statement on Form S-1

Submitted June 16, 2016

File No. 333-212076

Dear Ms. Ravitz:

On behalf of OrthoPediatrics Corp. (the
“Company”), set forth below is the Company’s response to the comment of the Staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). An
electronic version of Amendment No. 1 to the Registration Statement (the “Amendment”) has been concurrently
filed with the Commission through its EDGAR system. The enclosed copy of the Amendment has been marked to reflect changes made
to the Registration Statement.

Set forth below is the Company’s response
to the comment of the Staff’s letter to the Company, dated June 28, 2016, relating to the Registration Statement. For convenience
of reference, the text of the Staff’s comment has been reproduced in bold and italics herein. The Company has provided its
response immediately after the comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such
terms in the Amendment.

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 conclusion that such an event is probable.

August 10, 2017

Page 2

Response: In response to
the Staff’s comment, the Company agrees it is not probable that the accumulated dividends related to both the Series A and
Series B redeemable convertible preferred stock will be converted into common shares. Specifically, approximately 50% of the accumulated
dividends related to the Series B redeemable convertible preferred stock are expected to be paid in cash. The Company has therefore
revised the disclosure on page F-28 of the Amendment to remove the supplemental pro forma EPS presentation.

*********

Any comments or questions regarding the foregoing should be
directed to the undersigned at +1.312.876.7680. Thank you in advance for your cooperation in connection with this matter.

    Very truly yours,

    /s/ Christopher D. Lueking

    Christopher D. Lueking, Esq.

    of LATHAM & WATKINS LLP

Enclosures

cc: (via e-mail)

Mark C. Throdahl, OrthoPediatrics Corp.

Charles Ruck, Latham & Watkins LLP

Divakar Gupta, Cooley LLP

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

CORRESP
1
filename1.htm

    330 North Wabash Avenue

    Suite 2800

    Chicago, Illinois  60611

    Tel: +1.312.876.7700  Fax: +1.312.993.9767

    www.lw.com

        June 16, 2016

        VIA EDGAR AND HAND DELIVERY

        Amanda Ravitz

        Assistant Director

        Office of Electronics and Machinery

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, DC 20549

    FIRM / AFFILIATE OFFICES

    Barcelona
    Moscow

    Beijing
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    Boston
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    Orange County

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    Paris

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    Riyadh

    Düsseldorf
    Rome

    Frankfurt
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    Hong Kong
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    London
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    Washington, D.C.

    Milan

    Re:
    OrthoPediatrics Corp.

    Amendment No. 2 to Draft Registration Statement on Form S-1

    Submitted May 24, 2016

    CIK No. 0001425450

Dear Ms. Ravitz:

On behalf of OrthoPediatrics Corp. (the
“Company”), set forth below are the Company’s responses to the comments of the Staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Draft Registration Statement on Form S-1 (the “Draft Registration Statement”).
An electronic version of the Registration Statement (the “Registration Statement”) has been concurrently
filed with the Commission through its EDGAR system. The enclosed copy of the Registration Statement has been marked to reflect
changes made to the Draft Registration Statement.

Set forth below are the Company’s
responses to the comments of the Staff’s letter to the Company, dated June 8, 2016, relating to the Draft Registration Statement.
For convenience of reference, the text of the Staff’s comments has been reproduced in bold and italics herein. The Company
has provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have
the meanings assigned to such terms in the Registration Statement.

The Offering,
page 8

 1. We note your revised disclosure here and throughout your prospectus that you plan to use a portion of your net proceeds
from this offering to pay the accumulated and unpaid dividends on your series B preferred stock. Please revise this section to
include the dollar amount of the unpaid dividends and the affiliates you identify on page 114 who will receive a portion of the
net proceeds.

June 16, 2016

Page 2

Response: In response to
the Staff’s comment, the Company has revised the disclosure on page 8 of the Registration Statement to include the dollar
amount of the unpaid dividends and to name the affiliates who will receive a portion of the net proceeds.

Stock-Based Compensation,
page 68

 15. With respect to the 120,058 shares of restricted common stock granted during the three months ended March 31, 2016, please
provide us with your analysis in valuing those grants.

Response: In response to
the Staff’s comment, the Company has supplementally provided, under separate cover, a report summarizing its analysis in
valuing the 120,058 shares of restricted common stock granted during the three months ended March 31, 2016.

*********

Any comments or questions regarding the foregoing should be
directed to the undersigned at +1.312.876.7680. Thank you in advance for your cooperation in connection with this matter.

    Very truly yours,

    /s/Christopher D. Lueking

    Christopher D. Lueking, Esq.

    of LATHAM & WATKINS LLP

Enclosures

cc: (via e-mail)

Mark C. Throdahl, OrthoPediatrics Corp.

Charles Ruck, Latham & Watkins LLP

Divakar Gupta, Cooley LLP

Mail Stop 3030
June 8, 2016

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

Re: OrthoPediatrics, Corp.
Amendment No. 2 to Draft Registration Statement on Form S -1
Submitted May 24 , 2016
  CIK No. 0001425450

Dear Mr. Throdahl :

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

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts  and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statemen t, we may have  additional
comments .

The Offering, page 8

1. We note your revised disclosure here and throughout your prospectus that you plan to use
a portion of your net proceeds from this offering to pay the accumulated and unpaid
dividends on your series B preferred stock.  Please revise this section to include the dollar
amount of the unpaid dividends and the affiliates you identify on page 114 who will
receive a portion of the net proceeds .

Stock -Based Compensation, page 68

2. With respect to the 1 20,058 shares of restricted common stock granted during the three
months ended March 31, 2016, please provide us with your analysis in valuing those
grants .

Mark C. Throdahl
OrthoPediatrics, Corp.
June 8, 2016
Page 2

 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

Mail Stop 3030
May 5, 2016

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

Re: OrthoPediatrics, Corp.
Amendment No. 1 to Draft Registration Statement on Form S -1
Submitted April 22 , 2016
  CIK No. 0001425450

Dear Mr. Throdahl :

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

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts  and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statemen t, we may have  additional
comments .

OrthoPediatrics, page 1

1. We note your response to prior comment 1.   However, please add balancing disclosure
regarding your lack of treatment and outcome data to the final paragraph of this section .
Also, it is unclear how input  in design  from surgeon advisors or patents attest s to the
effectiveness of your products at protecting a child’s growth plates , as you state in your
response .  Please revise the first bullet point on page 75 accordingly.

2. We note your res ponse to prior comment 2 and your revised disclosure on page 2 about
the impact of the Pediatric Medical Device Safety and Improvement Act of 2007 on the
FDA clearance time for your products.  Please tell us why you believe it is appropriate to
compare you r FDA clearance time with the average approval time for all medical devices
as opposed to only those devices to which the Act applies .

Mark C. Throdahl
OrthoPediatrics, Corp.
May 5, 2016
Page 2

 We rely on a network of third -party independent sales agencies…, page 37

3. Please expand your response to prior comment 1 0 to address whether the loss of the
independent sales agency you reference in this risk factor would have a material adverse
effect on you.  If so, please disclose the identity of this sales agency and the nature of
your current consignment relationship. In this regard, it is unclear to us what you mean
on page 64 where you state that your inventory is held by field sales representatives or
consigned at customer locations .

Market and Industry Data, page 50

4. Please expand your response to prior comment 12 to clarify whether you commissioned
any of the other data and studies that you disclose in your filing.  For example, we note
your reference to data from IMS Health, Inc. on page 73 .

Note 2. Significant Accounting Policies, page F -7

5. We note your disclosure on page 38 that one independent sales agency accounts for
greater than 10% of your revenue in 2015.   Please revise your notes to disclose the
concentration with this independent sales agency.   Refer to ASC 275 -10-50-16, 50 -18,
and 50 -20.

Invent ories, page F -9

6. We note your response to comment 24.  Please disclose that your inventories held with
third -party independent sales agencies are also considered to be finished goods
inventories .

Item 15. Recent Sales of Unregistered Securities, page II -2

7. Please expand your response to prior comment 27 to clarify which of the transactions
disclosed in this section of your filing relate to the “provision of stock or stock options”
to physicians that you mention on page 36 .

Mark C. Throdahl
OrthoPediatrics, Corp.
May 5, 2016
Page 3

 You may contact Tara Ha rkins  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

Mail Stop 3030
April 7, 2016

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

Re: OrthoPediatrics, Corp.
Draft Registration Statement on Form S -1
Submitted March 14, 2016
  CIK No. 0001425450

Dear Mr. Throdahl :

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

Please respond to this  letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

OrthoPediatrics, page 1

1. We note your disclosure on page 20 regarding the lack of published long -term data
supporting your products’ outcomes and your  limited data with respect to treatment using
your products .  Please balance your  summary to address this lack of published long -term
data and your limited treatment data for the use of your products.  In this regard, also  tell
us why you find it appropriate to state that your products include design features that
protect a child’s gro wth plates, as you do here and throughout your prospectus.

2. Please provide support for your belief stated here and throughout your filing that your
average clearance time with the FDA is less than half of the average approval time for all
medical devices o ver the past five years.  Also, with a view toward balanced disclosure,
please disclose the average clearance time for your products.  Finally, in an appropriate
section of your prospectus , please clarify how the Pediatric Medical Device Safety and

Mark C. Throdahl
OrthoPediatrics, Corp.
April 7, 2016
Page 2

 Improve ment Act of 2007  affects the clearance time for your products , as y ou state
throughout your filing .

3. We note your statement that you are the largest contributor to the five primary orthopedic
societies.  Please clarify whether this disclosure refers to fin ancial contributions or
otherwise , and tell us the basis for this statement.

4. We note your discussion of your revenue and compound annual growth rate  in the fourth
full paragraph on page 2.  Please balance your summary to include your accumulated
deficit .  Also, please revise this section to balance the discussion of your business
opportunities by addressing the challenges you may expect to encounter when entering a
market that has not historically relied on age -specific implant and instruments.

Our Exclus ive Focus on Pediatric Orthopedic Surgery, page 3

5. Please tell us why you believe it is appropriate to characterize your current portfolio of
implants and instruments as “comprehensive” as you do here and throughout your
prospectus, given your disclosure t hat you serve only three categories within the pediatric
orthopedic market.  In this regard, we also note your disclosure in the third paragraph of
page 1 that you expect to expand your product offering to address multiple additional
categories of the pedi atric orthopedic market.

Implications of Being an Emerging Growth Company , page 7

6. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications .

Summary Consolidated Financial Data, page 9

7. You present pro forma ba sic and diluted net loss per share and you refer to Note 11 to
your consolidated financial statements for an explanation of the method used to calculate
it.  However, you do not discuss how you calculated it in that note.   Please revise your
filing to incl ude a discussion of how you calculated the pro forma earnings per share.

Our sales volumes and our results of operations may fluctuate…, page 13

8. Refer to the fourth bullet point in this risk factor.  Please disclose in an appropriate
section of your prospectus any failures to obtain regulatory clearances or approvals for
your products.

Mark C. Throdahl
OrthoPediatrics, Corp.
April 7, 2016
Page 3

 We provide implant and instrument sets…, page 16

9. Please provide a separate risk factor addressing the second sentence of the second
paragraph of this risk factor.

We rely on a network of third -party independent sales agencies…, page 37

10. We note your reference at the top of page 38 to an independent sales agency that
accounted for more than 10% of your revenue in 2015.  Please reconcile this  with your
statement at the bottom of page F -22 that no individual customer accounted for more than
10% of total product sales for 2015.  Also please ensure that you provide the information
required by Item 101(c)(1)(vii) of Regulation S -K in an appropriate section of your
prospectus .

We rely on third -party contract manufacturers to assemble our products…, page 38

11. Please revise this risk factor to address your disclosure in the penultimate paragraph of
page 111.

Market and Industry Data, page 50

12. We note your reference to a third p arty as “the primary source” for data that you
commissioned and included in your prospectus.  Please clarify which data and studies
that you disclose in your filing are the ones that you commissioned.  Also provide us your
analysis of whether you must file  the consent of the authors whose studies you
commissioned and summarize in your filing.

Results of Operations, page 60

13. Please revise to explain and quantify, where possible, if the changes in your revenues
were due to changes in prices, volume or a combination of both.   Please refer to Item 303
and the related instructions in Regulation S -K as well as SEC Interpretive Release No.
33-8350.

Cash Used in Operating Activities, page 62

14. Please revise to discuss how the material changes reflected in your consolidated
statement of cash flows affected net cash used in your operating activities.  As an
example, we note the change in inventories of nearly $2 million.  Also discuss any
underlying factors that caused those material changes, quantifying the effec ts of each
factor on the change.

Mark C. Throdahl
OrthoPediatrics, Corp.
April 7, 2016
Page 4

 Stock -Based Compensation, page 65

15. With respect to the 497,641 shares of restricted common stock granted during fiscal
2015, please provide us with your analysis in valuing those grants.

Market Opportunity, page 72

16. Pleas e provide support for the estimates you disclose throughout this section.

Our Competitive Strengths, page 76

17. With a view toward clarified disclosure, please explain to us why you believe the
penultimate sentence on this page is important for investors.  Also, given the subjective
nature of the belief expressed in that sentence, please explain to us the basis for your
belief.  For example, did you assess whether other companies’ chief medical officers
were “highly respected,” and if so, how did you compare  their respectability?

Principal Stockholders, page 113

18. Please fill in the blanks regarding the percentage of common stock beneficially owned.
Also, with a view toward clarified disclosure, please revise this section to include the
total number of share s of common stock outstanding.

Consolidated Statements of Cash Flows, page F -6

19. Please tell us whether or not you also transfer instruments from inventory to property and
equipment.

Note 2.   Significant Accounting Policies

20. On page 22 you discuss product  warranties.   Please disclose the nature of the warranty
and provide the disclosures required by ASC 460 -10-50-7 through 8.

Revenue Recognition – United States, page F -8

21. You disclose that you recognize revenue when usage or shipment has occurred.   Please
tell us how you determine whether to recognize revenue upon usage or shipment.

Revenue Recognition – International, page F -8

22. On page 64, you disclose that based on historical trends, you recognize international
revenues when cash is received.   Please te ll us how you use historical trends to determine
the amount of cash that is received each period.

Mark C. Throdahl
OrthoPediatrics, Corp.
April 7, 2016
Page 5

 Cash and Cash Equivalents, page F -9

23. You disclose that you consider all highly liquid investments with a maturity of three
months or less to be cash equivale nts.  Please clarify whether you are referring to the
original maturity of the cash equivalents.   Refer to the definition of cash equivalents in
the FASB Master Glossary.

Inventories, page F -9

24. Please revise to separately present your consigned inventory.   Refer to Question 2 of
SAB Topic 13(A)(2).

Note 10.   Redeemable Convertible Preferred Stock, page F -20

25. It appears that the preferred stock has an IPO liquidation preference of approximately
$26.5 million.   Please tell us how you considered SAB Topic 1.B.3.

26. We note that throughout the filing you have presented pro forma adjustments relating to
the automatic conversion of your outstanding shares of Series A and B preferred stock
into common stock assuming that the offering will meet the requirements to  be a
qualified initial public offering.   Please summarize the significant terms of the qualified
initial public offering.   Also tell us whether you expect the offering to meet such
conditions.   If management concludes the conditions are not probable, plea se revise the
filing accordingly.

Item 15. Recent Sales of Unregistered Securities, page II -2

27. Please ensure that your disclosure in this section covers any securities sold pursuant to
the agreements described at the bottom of page 35 and at the top of pa ge 36.

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