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.