0001235802-12-000120.txt : 20120814
0001235802-12-000120.hdr.sgml : 20120814
20120814162128
ACCESSION NUMBER: 0001235802-12-000120
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20120810
FILED AS OF DATE: 20120814
DATE AS OF CHANGE: 20120814
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CARNEY SEAN
CENTRAL INDEX KEY: 0001239312
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35065
FILM NUMBER: 121033242
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
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
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2012-08-10
0
0001492658
Tornier N.V.
TRNX
0001239312
CARNEY SEAN
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
2012-08-10
4
A
0
2947
0
A
9101
D
Ordinary Shares, par value EUR 0.03 per share
2012-08-10
4
A
0
5186
21.21
A
14287
D
Ordinary Shares, par value EUR 0.03 per share
18491809
I
See footnote
Stock Option (right to buy)
18.04
2012-08-10
4
A
0
6448
0
A
2022-08-10
Ordinary Shares
6448
6448
D
These ordinary shares will be issued over time upon vesting pursuant to a restricted stock unit granted under the Tornier N.V. 2010 Incentive Plan, as amended.
These ordinary shares will be issued over time upon vesting pursuant to a restricted stock unit granted under the Tornier N.V. 2010 Incentive Plan, as amended, in lieu of retainer fees in the aggregate amount of $110,000.
Includes 10,113 ordinary shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Tornier N.V. 2010 Incentive Plan, as amended.
See Exhibit 99.1.
This option vests in three annual installments, on the one-year, two-year and three-year anniversaries of August 10, 2012.
/s/ Kevin M. Klemz, attorney-in-fact
2012-08-14
EX-99.1
2
carneyexhibit.txt
Explanation of Responses
(4) 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 exempted company, or WPIX
PE One. The general partner of WP Bermuda IX is Warburg Pincus
Bermuda Private Equity Ltd., a Bermuda exempted 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.
Mr. Carney is a Partner of WP and a Member and a Managing
Director of WP LLC. All shares indicated as owned by Mr. Carney
are included because of his affiliation with the Warburg Pincus
Entities. Mr. Carney 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 Mr. Carney 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.