Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  HCPII Co-Invest Vehicle II, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
03/26/2010
3. Issuer Name and Ticker or Trading Symbol
Alphatec Holdings, Inc. [ATEC]
(Last)
(First)
(Middle)
C/O HEALTHPOINTCAPITAL, 505 PARK AVE., 12TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10022
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock 1,344,179 (1)
D (2)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HCPII Co-Invest Vehicle II, L.P.
C/O HEALTHPOINTCAPITAL
505 PARK AVE., 12TH FLOOR
NEW YORK, NY 10022
  X   X    

Signatures

/s/ Ebun S. Garner, ESQ., attorney-in-fact 04/12/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person acquired the shares in connection with the Issuer's acquisition of Scient'x S.A. The Reporting Person received 1,344,179 shares of common stock of the Issuer in exchange for its shares of common stock of Scient'x S.A. On the closing of the acquisition, the closing price of the Issuer's common stock was $6.39 per share.
(2) Mortimer Berkowitz III and John H. Foster, who are directors of the Issuer, are each a managing member of HGP II, LLC, which is the general partner of the Reporting Person. Messrs. Berkowitz and Foster are representatives of the Reporting Person on the Issuer's board of directors and the Reporting Person is a "director by deputization."

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