SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bettegowda Manu

(Last)

(First)

(Middle)

C/O OLYMPUS PARTNERS, METRO CENTER

ONE STATION PLACE

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Symmetry Medical Inc. [ SMA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2005

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/21/2005		X		21,702	A	$0.01	21,702	I⁽¹⁾⁽²⁾⁽⁵⁾	See Footnote⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock	07/21/2005		X		47,974	A	⁽¹⁰⁾	69,676	I⁽¹⁾⁽²⁾⁽⁵⁾	See Footnote⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock	07/22/2005		S		8,093,280	D	$21.2487	11,804,695	I⁽¹⁾⁽²⁾⁽⁶⁾	See Footnote⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock	07/22/2005		J⁽³⁾		11,804,695	D	⁽³⁾	0	I⁽¹⁾⁽²⁾⁽⁶⁾	See Footnote⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock	07/22/2005		S		69,676	D	$21.2487	10,666,300	I⁽¹⁾⁽²⁾⁽⁵⁾	See Footnote⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock	07/22/2005		J⁽⁴⁾		798,947	D	⁽⁴⁾	0	I⁽¹⁾⁽²⁾⁽⁷⁾	See Footnote⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock								77,893	I⁽¹⁾⁽²⁾⁽⁸⁾	See Footnote⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock								52,828	I⁽¹⁾⁽²⁾⁽¹¹⁾	See Footnote⁽¹⁾⁽²⁾⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (Warrant right to buy)	$0.01	07/21/2005		X			21,702	⁽⁹⁾	06/11/2013	Common Stock	21,702	$0.01	88,282	I⁽¹⁾⁽²⁾⁽⁵⁾	See Footnote⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock (Warrant right to buy)	⁽¹⁰⁾	07/21/2005		X			47,974	⁽⁹⁾	06/11/2013	Common Stock	47,974	⁽¹⁰⁾	0	I⁽¹⁾⁽²⁾⁽⁵⁾	See Footnote⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock (Warrant right to buy)	$0.01							⁽⁹⁾	06/11/2013	Common Stock	19,043		19,043	I⁽¹⁾⁽²⁾⁽⁷⁾	See Footnote⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock (Warrant right to buy)	⁽¹⁰⁾							⁽⁹⁾	06/11/2013	Common Stock	8,306		8,306	I⁽¹⁾⁽²⁾⁽⁷⁾	See Footnote⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock (Warrant right to buy)	$0.01							⁽⁹⁾	06/11/2013	Common Stock	1,057		1,057	I⁽¹⁾⁽²⁾⁽⁸⁾	See Footnote⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock (Warrant right to buy)	⁽¹⁰⁾							⁽⁹⁾	06/11/2013	Common Stock	461		461	I⁽¹⁾⁽²⁾⁽⁸⁾	See Footnote⁽¹⁾⁽²⁾⁽⁸⁾

Explanation of Responses:

1. Following the dispositions set forth in this Form 4, Olympus/Symmetry Holdings LLC was the record owner of 0 shares of common stock, Olympus Growth Fund III, L.P. was the record owner of 10,666,300 shares of common stock and currently exercisable warrants to purchase 88,282 shares of common stock, Olympus Growth Co-Investment Fund III, L.P. was the record owner of currently exercisable warrants to purchase 27,349 shares of common stock, Olympus Executive Fund, L.P. was the record owner of 77,893 shares of common stock and currently exercisable warrants to purchase 1,518 shares of common stock, and OGP III LLC was the record owner of 52,828 shares of common stock. Shares beneficially owned directly by Olympus/Symmetry Holdings LLC were beneficially owned indirectly by Olympus Growth Fund III, L.P., its Managing Member; by OGP III, LLC, the General Partner of Olympus Growth Fund III, L.P.; by RSM, LLC, the Managing Member of OGP III, LLC. (continued footnote 2)

2. and by Robert S. Morris, the Managing Member of RSM, LLC. Shares beneficially owned, both directly and indirectly, by Olympus Growth Fund III, L.P. and by Olympus Growth Co-Investment Fund III, L.P. are beneficially owned indirectly by OGP III, LLC, the General Partner of each; by RSM, LLC, the Managing Member of OGP III, LLC; and by Mr. Robert S. Morris, the Managing Member of RSM, LLC. Shares beneficially owned directly by Olympus Executive Fund, L.P. are beneficially owned indirectly by OEF, LP, its General Partner; by RSM, LLC, a General Partner of OEF, L.P.; and by Mr. Morris, the Managing Partner of OEF, L.P. through his capacity as Managing Member of RSM, LLC. Manu Bettegowda, a member of our board of directors, is a vice president of the Olympus funds and has a pecuniary interest in certain of those shares. Mr. Bettegowda disclaims beneficial ownership of the common stock owned by the above entities, except to the extent of his proportionate pecuniary interest therein.

3. On July 22, 2005, Olympus/Symmetry Holdings LLC made a pro-rata distribution of common stock, without consideration, to its members, which include Olympus Growth Fund III, L.P. , which received 10,666,300 shares, Olympus Growth Co-Investment Fund III, which received 798,947 shares, and Olympus Executive Fund, L.P., which received 77,893 shares.

4. On July 22, 2005, Olympus Growth Co-Investment Fund III, L.P. made a pro-rata distribution of common stock, without consideration, to its partners, which include OGP III, LLC, which received 52,828 shares. OGP III, LLC is the general partner of Olympus Co-Investment Fund III, L.P. and is also the general partner of Olympus Growth Fund III, L.P., which is the managing member of Olympus/Symmetry Holdings LLC. The receipt of such shares by OGP III, LLC represents a change in the form of beneficial ownership.

5. Represents shares or warrants, as applicable, directly owned by Olympus Growth Fund III, L.P.

6. Represents shares directly owned by Olympus/Symmetry Holdings LLC.

7. Represents shares directly owned by Olympus Growth Co-Investment Fund III, L.P.

8. Represents shares directly owned by Olympus Executive Fund, L.P.

9. Currently exercisable.

10. Exercise price of $.000128 per share.

11. Represents shares directly owned by OGP III, LLC.

	/s/ Manu Bettegowa	07/25/2005
	** Signature of Reporting Person	Date
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