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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/27/2014 |
3. Issuer Name and Ticker or Trading Symbol
Tornier N.V. [ TRNX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Ordinary Shares, par value Euro 0.03 per share | 0 | I(1)(2) | See footnotes(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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: 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 |
Explanation of Responses: |
1. Wright Medical Group, Inc. ("Wright") is reporting beneficial ownership of the ordinary shares of Tornier N.V. ("Tornier") held by TMG Holdings Cooperatief U.A. ("TMG Holdings") solely because Wright holds a limited proxy to vote TMG Holdings' 10,721,809 ordinary shares in favor of the proposed merger between Wright and Tornier pursuant to the Voting and Support Agreement between Wright and TMG Holdings. A copy of the Voting and Support Agreement was filed with Wright's Current Report on Form 8-K on October 27, 2014. Wright may be deemed to be the beneficial owner due to its limited voting rights in the ordinary shares held by TMG Holdings for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
2. (Continued from footnote 1) Wright does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the ordinary shares held by TMG Holdings and expressly disclaims any beneficial ownership in the ordinary shares held by TMG Holdings and reported herein. The filing of this Form 3 shall not be construed as an admission that Wright is the beneficial owner of any of the securities reported herein. |
Remarks: |
/s/ James A. Lightman, James A. Lightman, Senior Vice President, Secretary and General Counsel | 11/06/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |