0001235802-15-000150.txt : 20151015
0001235802-15-000150.hdr.sgml : 20151015
20151015174433
ACCESSION NUMBER: 0001235802-15-000150
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20151013
FILED AS OF DATE: 20151015
DATE AS OF CHANGE: 20151015
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Wright Medical Group 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: PRINS BERNHARDPLEIN 200
CITY: AMSTERDAM
STATE: P7
ZIP: 1097JB
BUSINESS PHONE: 952-426-7600
MAIL ADDRESS:
STREET 1: 10801 NESBITT AVENUE S.
CITY: BLOOMINGTON
STATE: MN
ZIP: 55437
FORMER COMPANY:
FORMER CONFORMED NAME: Tornier N.V.
DATE OF NAME CHANGE: 20110201
FORMER COMPANY:
FORMER CONFORMED NAME: Tornier B.V.
DATE OF NAME CHANGE: 20100524
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: 151160740
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
X0306
4
2015-10-13
0
0001492658
Wright Medical Group N.V.
WMGI
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
2015-10-13
4
A
0
3808
0
A
29505
D
Ordinary Shares, par value EUR 0.03 per share
2015-10-13
4
A
0
3891
21.01
A
33396
D
Ordinary Shares, par value EUR 0.03 per share
2015-10-13
4
F
0
236
20.62
D
33160
D
Ordinary Shares, par value EUR 0.03 per share
10721809
I
See Footnote
Stock Option (right to buy)
20.62
2015-10-13
4
A
0
11018
0
A
2025-10-13
Ordinary Shares
11018
11018
D
These ordinary shares will be issued over time upon vesting pursuant to restricted stock units granted under the Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan.
Includes 6,727 ordinary shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan.
These ordinary shares will be issued over time upon vesting pursuant to restricted stock units granted under the Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan, in lieu of retainer fees in the aggregate amount of $81,750.
See Exhibit 99.1
This option vests in two annual installments, on the one-year and two-year anniversaries of October 13, 2015.
/s/ Marija Nelson, attorney-in-fact
2015-10-15
EX-99.1
2
carneyexhibit.txt
FOOTNOTE
Explanation of Responses
(2) Consists of 10,721,809 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-Chief Executive Officers 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.