0001235802-11-000178.txt : 20111004
0001235802-11-000178.hdr.sgml : 20111004
20111004184053
ACCESSION NUMBER: 0001235802-11-000178
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110930
FILED AS OF DATE: 20111004
DATE AS OF CHANGE: 20111004
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Tornier N.V.
CENTRAL INDEX KEY: 0001492658
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 980509600
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1227
BUSINESS ADDRESS:
STREET 1: FRED ROESKESTRAAT 123
CITY: AMSTERDAM
STATE: P7
ZIP: 1076EE
BUSINESS PHONE: 952-426-7600
MAIL ADDRESS:
STREET 1: 7701 FRANCE AVENUE SOUTH
STREET 2: SUITE 600
CITY: EDINA
STATE: MN
ZIP: 55435
FORMER COMPANY:
FORMER CONFORMED NAME: Tornier B.V.
DATE OF NAME CHANGE: 20100524
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WEATHERMAN ELIZABETH H
CENTRAL INDEX KEY: 0001188681
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35065
FILM NUMBER: 111125251
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0304
4
2011-09-30
0
0001492658
Tornier N.V.
TRNX
0001188681
WEATHERMAN ELIZABETH H
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
0
0
Ordinary Shares, par value EUR 0.03 per share
2011-09-30
4
F
0
5
20.49
D
4577
D
Ordinary Shares, par value EUR 0.03 per share
18491809
I
See Footnote
Includes 4,179 ordinary shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Tornier N.V. 2010 Incentive Plan.
Ms. Weatherman is a Partner of WP and a Member and a Managing Director of WP LLC. All shares indicated as owned by Ms. Weatherman are included because of her affiliation with the Warburg Pincus Entities. Ms. Weatherman disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by the Warburg Pincus Entities, except to the extent of any pecuniary interest therein. This Form 4 shall not be deemed an admission that Ms. Weatherman or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Exchange Act or for any other purpose. Footnote (2) is continued under the remarks section.
(2) Consists of 18,491,809 ordinary shares held by
TMG Holdings Cooperatief U.A., or TMG, a Dutch cooperatief.
TMG is wholly owned by Warburg Pincus Bermuda Private
Equity IX, L.P., a Bermuda limited partnership, or WP Bermuda
IX, and WP Bermuda IX PE One Ltd., a Bermuda company, or WPIX
PE One. The general partner of WP Bermuda IX is Warburg Pincus
Bermuda Private Equity Ltd., a Bermuda company, or WP Bermuda Ltd.
WP Bermuda IX is managed by Warburg Pincus LLC, a New York
limited liability company, or WP LLC, and together with
WP Bermuda IX, WPIX PE One and WP Bermuda Ltd., the Warburg Pincus
Entities. Charles R. Kaye and Joseph P. Landy are the Managing
General Partners of Warburg Pincus & Co., a New York general
partnership, or WP, and Managing Members and Co-Presidents of
WP LLC and may be deemed to control the Warburg Pincus Entities.
Each of the Warburg Pincus Entities, Mr. Kaye and Mr. Landy have
shared voting and investment control of all of the ordinary shares
referenced above. By reason of the provisions of Rule 16a-1 of the
Securities Exchange Act of 1934, as amended, or the Exchange Act,
Mr. Kaye, Mr. Landy and the Warburg Pincus Entities may be deemed
to be the beneficial owners of ordinary shares held by TMG. Each
of Mr. Kaye, Mr. Landy and the Warburg Pincus Entities disclaims
beneficial ownership of the ordinary shares referenced above except
to the extent of any pecuniary interest therein.
/s/ Kevin M. Klemz, attorney-in-fact
2011-10-04