SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DHC Ltd

(Last) (First) (Middle)
45 PALL MALL

(Street)
LONDON X0 SW1Y 5JG

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tumi Holdings, Inc. [ TUMI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 04/24/2012 S 874,614 (1) D $18 8,605,178 I By Doughty Hanson & Co IV Nominees One Limited (2)
Common Stock, par value $0.01 per share 04/24/2012 S 943,096 (1) D $18 9,278,965 I By Doughty Hanson & Co IV Nominees Two Limited (2)
Common Stock, par value $0.01 per share 04/24/2012 S 814,389 (1) D $18 8,012,637 I By Doughty Hanson & Co IV Nominees Four Limited (2)
Common Stock, par value $0.01 per share 04/24/2012 S 833,834 (1) D $18 8,203,939 I By Officers Nominee Limited (2)
Common Stock, par value $0.01 per share 04/24/2012 S 619,692 (1) D $18 6,097,048 I By funds controlled by DHC Limited (3)
Common Stock, par value $0.01 per share 04/24/2012 D 59,464 (4) D $18 8,545,714 I By Doughty Hanson & Co IV Nominees One Limited (2)
Common Stock, par value $0.01 per share 04/24/2012 D 64,120 (4) D $18 9,214,845 I By Doughty Hanson & Co IV Nominees Two Limited (2)
Common Stock, par value $0.01 per share 04/24/2012 D 55,370 (4) D $18 7,957,267 I By Doughty Hanson & Co IV Nominees Four Limited (2)
Common Stock, par value $0.01 per share 04/24/2012 D 56,692 (4) D $18 8,147,247 I By Officers Nominee Limited (2)
Common Stock, par value $0.01 per share 04/24/2012 D 42,132 (4) D $18 6,054,916 I By funds controlled by DHC Limited (3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
DHC Ltd

(Last) (First) (Middle)
45 PALL MALL

(Street)
LONDON X0 SW1Y 5JG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Doughty Hanson & Co IV Ltd

(Last) (First) (Middle)
C/O DHC LIMITED
45 PALL MALL

(Street)
LONDON X0 SW1Y 5JG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Doughty Hanson & Co IV Nominees One Ltd

(Last) (First) (Middle)
C/O DHC LIMITED
45 PALL MALL

(Street)
LONDON X0 SW1Y 5JG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Doughty Hanson & Co IV Nominees Two Ltd

(Last) (First) (Middle)
C/O DHC LIMITED
45 PALL MALL

(Street)
LONDON X0 SW1Y 5JG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Doughty Hanson & Co IV Nominees Four Ltd

(Last) (First) (Middle)
C/O DHC LIMITED
45 PALL MALL

(Street)
LONDON X0 SW1Y 5JG

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Officer Nominees Ltd

(Last) (First) (Middle)
C/O DHC LIMITED
45 PALL MALL

(Street)
LONDON X0 SW1Y 5JG

(City) (State) (Zip)
Explanation of Responses:
1. Reflects sales of shares in the initial public offering of common stock of Tumi Holdings, Inc. that closed on April 24, 2012, a portion of which were previously reported on the Form 3 filed on April 18, 2012.
2. Doughty Hanson & Co IV Limited is the general partner of Doughty Hanson & Co IV Nominees One Limited, Doughty Hanson & Co IV Nominees Two Limited, Doughty Hanson & Co IV Nominees Four Limited and Officers Nominees Limited. Doughty Hanson & Co IV Limited is wholly-owned by DHC Limited.
3. Includes shares owned by Doughty Hanson & Co IV Nominees Three Limited, Stockwell Fund, L.P., HVB Capital Partners AG, Brederode International s.a.r.l., Uberior Co-Investments Limited and RBSM Capital Limited. Each such entity owns shares amounting to less than 10% ownership in the Issuer.
4. Reflects the repurchase of shares by the company on April 24, 2012.
Remarks:
On the basis of the relationship between the reporting persons and Richard P. Hanson, the reporting persons may be deemed directors by deputization.
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.