0001235802-12-000007.txt : 20120103
0001235802-12-000007.hdr.sgml : 20120102
20120103152251
ACCESSION NUMBER: 0001235802-12-000007
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20111231
FILED AS OF DATE: 20120103
DATE AS OF CHANGE: 20120103
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: 12501695
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
2011-12-31
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
2011-12-31
4
F
0
5
18
D
4572
D
Ordinary Shares, par value EUR 0.03 per share
18491809
I
See footnote
Includes 3,776 ordinary shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Tornier N.V. 2010 Incentive Plan.
See Exhibit 99.1.
/s/ Kevin M. Klemz, attorney-in-fact
2012-01-03
EX-99.1
2
weathermanexhibit.txt
Explanation of Responses
(2) Consists of 18,491,809 ordinary shares held by
TMG Holdings Cooperatief U.A., a Dutch cooperatief, or TMG.
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., or 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 has 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 the 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.
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.