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.