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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tumi Holdings, Inc. [ TUMI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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. |