SEC FORM 4

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

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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^*

Berry Lance A

(Last)

(First)

(Middle)

1023 CHERRY ROAD

(Street)

MEMPHIS

38117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Wright Medical Group N.V. [ WMGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, par value EUR 0.03 per share	10/01/2015		A		68,765	A	⁽¹⁾	68,765	D
Ordinary Shares, par value EUR 0.03 per share	10/02/2015		S⁽²⁾		5,669	D	$21.19⁽³⁾	63,096	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$18.94	10/01/2015		A		3,839		10/01/2015	04/04/2016	Ordinary Shares	3,839	⁽⁴⁾	3,839	D
Stock Option (Right to Buy)	$18.94	10/01/2015		A		3,893		10/01/2015	04/04/2016	Ordinary Shares	3,893	⁽⁵⁾	3,893	D
Stock Option (Right to Buy)	$28.32	10/01/2015		A		10,309		10/01/2015	05/14/2018	Ordinary Shares	10,309	⁽⁶⁾	10,309	D
Stock Option (Right to Buy)	$15.01	10/01/2015		A		6,575		10/01/2015	05/13/2019	Ordinary Shares	6,575	⁽⁷⁾	6,575	D
Stock Option (Right to Buy)	$17.82	10/01/2015		A		9,635		10/01/2015	05/13/2020	Ordinary Shares	9,635	⁽⁸⁾	9,635	D
Stock Option (Right to Buy)	$15.04	10/01/2015		A		12,528		10/01/2015	05/11/2021	Ordinary Shares	12,528	⁽⁹⁾	12,528	D
Stock Option (Right to Buy)	$17.7	10/01/2015		A		1,924		10/01/2015	04/16/2022	Ordinary Shares	1,924	⁽¹⁰⁾	1,924	D
Stock Option (Right to Buy)	$20.75	10/01/2015		A		19,557		10/01/2015	05/09/2022	Ordinary Shares	19,557	⁽¹¹⁾	19,557	D
Stock Option (Right to Buy)	$23.93	10/01/2015		A		30,602		10/01/2015	05/14/2023	Ordinary Shares	30,602	⁽¹²⁾	30,602	D
Stock Option (Right to Buy)	$29.06	10/01/2015		A		18,262		10/01/2015	05/13/2024	Ordinary Shares	18,262	⁽¹³⁾	18,262	D

Explanation of Responses:

1. Received in exchange for 66,704 common shares of Wright Medical Group, Inc. ("Wright") pursuant to the Agreement and Plan of Merger by and among the issuer, Tornier N.V. ("TRNX"), Trooper Holdings Inc., and Trooper Merger Sub Inc., which became effective on October 1, 2015, (the "Merger"). On the date prior to the effective time of the Merger, the closing price of Wright's common shares was $21.02 per share and the closing price of TRNX's ordinary shares was $20.39 per share.

2. The shares were sold pursuant to a Rule 10b5-1 to satisfy applicable withholding obligations upon vesting of restricted stock.

3. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.05 to $21.35, inclusive. The reporting person undertakes to provide to the issuer, any shareholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. Received in the merger in exchange for an employee stock option to acquire 3,724 Wright shares for $19.52 per share.

5. Received in the merger in exchange for an employee stock option to acquire 3,777 Wright shares for $19.52 per share.

6. Received in the merger in exchange for an employee stock option to acquire 10,000 Wright shares for $29.19 per share.

7. Received in the merger in exchange for an employee stock option to acquire 6,378 Wright shares for $15.47 per share.

8. Received in the merger in exchange for an employee stock option to acquire 9,347 Wright shares for $18.37 per share.

9. Received in the merger in exchange for an employee stock option to acquire 12,153 Wright shares for $15.50 per share.

10. Received in the merger in exchange for an employee stock option to acquire 1,867 Wright shares for $18.24 per share.

11. Received in the merger in exchange for an employee stock option to acquire 18,971 Wright shares for $21.39 per share.

12. Received in the merger in exchange for an employee stock option to acquire 29,685 Wright shares for $24.66 per share.

13. Received in the merger in exchange for an employee stock option to acquire 17,715 Wright shares for $29.95 per share.

Remarks:

	/s/ Marija S. Nelson, Attorney-in-fact	10/05/2015
	** 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.
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