0001235802-13-000060.txt : 20130517 0001235802-13-000060.hdr.sgml : 20130517 20130517161140 ACCESSION NUMBER: 0001235802-13-000060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130515 FILED AS OF DATE: 20130517 DATE AS OF CHANGE: 20130517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EMMITT RICHARD B CENTRAL INDEX KEY: 0001083927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35065 FILM NUMBER: 13855226 MAIL ADDRESS: STREET 1: 18 BANK STREET CITY: SUMMIT STATE: NJ ZIP: 07901 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 2013-05-15 0 0001492658 Tornier N.V. TRNX 0001083927 EMMITT RICHARD B C/O THE VERTICAL GROUP, L.P. 25 DEFOREST AVENUE SUMMIT NJ 07901 1 0 0 0 Ordinary Shares, par value EUR 0.03 per share 2013-05-15 4 S 0 230000 15.3425 D 653269 I See footnote Ordinary Shares, par value EUR 0.03 per share 46059 D Ordinary Shares, par value EUR 0.03 per share 26933 I See footnote Ordinary Shares, par value EUR 0.03 per share 262 I By Spouse Ordinary Shares, par value EUR 0.03 per share 206 I See footnote Represents a public offering price of $16.15 per ordinary share less underwriting discounts of $0.8075 per ordinary share pursuant to an Underwriting Agreement dated May 9, 2013. See Exhibit 99.1. Includes 4,527 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. Held by an IRA account of Mr. Emmitt. Held by Mr. Emmitt's spouse. Mr. Emmitt disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by his spouse, except to the extent of any indirect pecuniary interest therein. This Form 4 shall not be deemed an admission that Mr. Emmitt or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. Held by an IRA account of Mr. Emmitt's spouse. Mr. Emmitt disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by his spouse, except to the extent of any indirect pecuniary interest therein. This Form 4 shall not be deemed an admission that Mr. Emmitt or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. /s/ Kevin M. Klemz, attorney-in-fact 2013-05-17 EX-99.1 2 emmittexhibit.txt Explanation of Responses (2) Includes 548,411 shares held by VFI, a Delaware limited partnership, and 104,858 shares held by VFII, a Delaware limited partnership. The Vertical Group, L.P., a Delaware limited partnership, is the sole general partner of each of VFI and VFII, and The Vertical Group GP, LLC controls The Vertical Group, L.P. Mr. Emmitt is a Member and Manager of The Vertical Group GP, LLC, which controls The Vertical Group, L.P. All ordinary shares indicated as owned by Mr. Emmitt are included because of his affiliation with The Vertical Group, L.P. Mr. Emmitt disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by The Vertical Group, L.P., except to the extent of any indirect pecuniary interest therein. This Form 4 shall not be deemed an admission that Mr. Emmitt or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.