Amendment NUmber 3 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IT+0NqWl1U2U7/IYeAFWXiv6z8evSyjDeLJfum8BE1emcQEGCUn/WuhpzfcvCw7L HACT+Ps6VAO7gExW2g8Cyg== 0001193125-08-031314.txt : 20080214 0001193125-08-031314.hdr.sgml : 20080214 20080214154125 ACCESSION NUMBER: 0001193125-08-031314 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: OEF, L.P. GROUP MEMBERS: OGP III, L.L.C. GROUP MEMBERS: OLYMPUS GROWTH FUND III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Symmetry Medical Inc. CENTRAL INDEX KEY: 0001292055 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 351996126 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80511 FILM NUMBER: 08614862 BUSINESS ADDRESS: STREET 1: 3724 N STATE ROAD 15 CITY: WARSAW STATE: IN ZIP: 46582 BUSINESS PHONE: 574-268-2252 MAIL ADDRESS: STREET 1: 3724 N STATE ROAD 15 CITY: WARSAW STATE: IN ZIP: 46582 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORRIS ROBERT S CENTRAL INDEX KEY: 0001256258 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 3166311300 MAIL ADDRESS: STREET 1: 8261 E. 21ST STREET NORTH STREET 2: SUITE 200 CITY: WICHTA STATE: KS ZIP: 67206-2991 SC 13G/A 1 dsc13ga.htm AMENDMENT NUMBER 3 TO SCHEDULE 13G Amendment NUmber 3 to Schedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Symmetry Medical Inc.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

871546206

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

xRule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Page 1 of 8 Pages


CUSIP No. 871546206		13G		Page 2 of 8 Pages


1		NAMES OF REPORTING PERSON: OGP III, L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER: 0
		6 SHARED VOTING POWER: 0 (See Item 4)
		7 SOLE DISPOSITIVE POWER: 0
		8 SHARED DISPOSITIVE POWER: 0 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: (See Item 4) 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions):	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0
12	TYPE OF REPORTING PERSON (See Instructions): OO


CUSIP No. 871546206		13G		Page 3 of 8 Pages


1		NAMES OF REPORTING PERSON: Olympus Growth Fund III, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER: 0
		6 SHARED VOTING POWER: 0 (See Item 4)
		7 SOLE DISPOSITIVE POWER: 0
		8 SHARED DISPOSITIVE POWER: 0 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: (See Item 4) 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions):	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0
12	TYPE OF REPORTING PERSON (See Instructions): PN


CUSIP No. 871546206		13G		Page 4 of 8 Pages


1		NAMES OF REPORTING PERSON: OEF, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER: 0
		6 SHARED VOTING POWER: 0 (See Item 4)
		7 SOLE DISPOSITIVE POWER: 0
		8 SHARED DISPOSITIVE POWER: 0 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: (See Item 4) 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions):	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0
12	TYPE OF REPORTING PERSON (See Instructions): PN


CUSIP No. 871546206		13G		Page 5 of 8 Pages


1		NAMES OF REPORTING PERSON: I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only): Robert S. Morris
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER: 0
		6 SHARED VOTING POWER: 0 (See Item 4)
		7 SOLE DISPOSITIVE POWER: 0
		8 SHARED DISPOSITIVE POWER: 0 (See Item 4)


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 4) 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions):	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0
12	TYPE OF REPORTING PERSON (See Instructions): IN


CUSIP No. 871546206		13G		Page 6 of 8 Pages

Item 1

(a)

Name of Issuer:

Symmetry Medical Inc.

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

220 W. Market Street, Warsaw, Indiana 46580

Item 2

(a)

Name of Person Filing:

This Amendment No. 3 to Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13-d(1)(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”): OGP III, L.L.C., Olympus Growth Fund III, L.P., OEF, L.P. and Robert S. Morris, or collectively, the “Reporting Persons.”

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is attached as Exhibit A to this Schedule 13G, pursuant to which the Reporting Persons agree to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Item 2

(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of the Reporting Persons is Metro Center, One Station Place, Stamford CT 06902.

Item 2

(c)

Citizenship:

Each of the Reporting Persons that is an entity is organized under the laws of the State of Delaware. Robert S. Morris is a citizen of the United States.

Item 2

(d)

Title of Class of Securities:

Common Stock, par value $.0001 per share.

Item 2

(e)

CUSIP No.:

871546206

Item 3

If this statement is file pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)

Investment company registered under Section 8 of the Investment Company Act.

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


CUSIP No. 871546206		13G		Page 7 of 8 Pages


Item 4	Ownership:

	(a)	Amount beneficially owned:

		None of the Reporting Entities owns any shares of the Issuer’s common stock.

	(b)	Percent of Class:

		See Item 11 of each cover page, which is based on Item 9 of each cover page. See Item 4(a).

	(c)	Number of Shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			See Item 5 of each cover page.

		(ii)	Shared power to vote or to direct the vote:

			See Item 6 of each cover page.

		(iii)	Sole power to vote or to direct the disposition:

			See Item 7 of each cover page.

		(iv)	Shared power to vote or to direct the disposition:

			See Item 8 of each cover page.

Item 5	Ownership of Five Percent or Less of a Class:

	The Reporting Persons have ceased to be the beneficial owners of more than five percent of the issuer’s common stock.

Item 6	Ownership of More Than Five Percent on Behalf of Another Person:

	Not applicable.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

	Not applicable.

Item 8	Identification and Classification of Members of the Group:

	OGP III, L.L.C., Olympus Growth Fund III, L.P. and OEF, L.P. may have been deemed to be a group in relation to their investments in Symmetry Medical Inc. Each of these persons disclaims membership in a group.

Item 9	Notice of Dissolution of Group:

	Not applicable.

Item 10	Certification:

	Not applicable.


CUSIP No. 871546206		13G		Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 14, 2008

	OGP III, L.L.C. by Conroy, L.L.C., a member of OGP III, L.L.C.

	By:	/s/ James A. Conroy
	Its:	Member

	OLYMPUS GROWTH FUND III, L.P. by Conroy, L.L.C., a member of OGP III, L.L.C., the general partner of Olympus Growth Fund III, L.P.

	By:	/s/ James A. Conroy
	Its:	Member

	OEF, L.P. by Conroy, L.L.C., the general partner of OEF, L.P.

	By:	/s/ James A. Conroy
	Its:	Member

	ROBERT S. MORRIS

	By:	/s/ Robert S. Morris

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 14, 2008



		OGP III, L.L.C. by Conroy, L.L.C., a member of OGP III, L.L.C.

		/s/ James A. Conroy, member

		OLYMPUS GROWTH FUND III, L.P. by Conroy, L.L.C., a member of OGP III, L.L.C., the general partner of Olympus Growth Fund III, L.P.

		/s/ James A. Conroy, member

		OEF, L.P. by Conroy, L.L.C., the general partner of OEF, L.P.

		/s/ James A. Conroy, member

		ROBERT S. MORRIS

		/s/ Robert S. Morris
		Robert S. Morris

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