SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. N87237108

1.

Names of Reporting Persons.
Vertical Fund I, L.P.

2.

Check the Appropriate Box if a Member of a Group *

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,623,135

6.

Shared Voting Power
0

7.

Sole Dispositive Power
2,623,135

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,623,135

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares *  o

11.

Percent of Class Represented by Amount in Row (9)
6.8%

12.

Type of Reporting Person *
PN

CUSIP No. N87237108

1.

Names of Reporting Persons.
Vertical Fund II, L.P.

2.

Check the Appropriate Box if a Member of a Group *

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
759,966

6.

Shared Voting Power
0

7.

Sole Dispositive Power
759,966

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
759,966

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares *  o

11.

Percent of Class Represented by Amount in Row (9)
2.0%

12.

Type of Reporting Person *
PN

Item 1(a).

Name of Issuer:
Tornier N.V.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
Fred Roeskestraat 123

1076 EE Amsterdam

The Netherlands

Item 2(a).

Name of Person Filing:
Vertical Fund I, L.P. (“VFI”) and

Vertical Fund II, L.P. (“VFII” and together with VFI, the “Partnerships”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Each of the Partnerships has a principal business address at

25 DeForest Avenue, Summit, New Jersey 07901.

Item 2(c).

Citizenship:
Each of the Partnerships is a Delaware limited partnership.

Item 2(d).

Title of Class of Securities:
Ordinary Shares

Item 2(e).

CUSIP Number:
N87237108

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Exchange Act.

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act.

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act.

(d)

o

Investment company registered under section 8 of the Investment Company Act.

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act.

(j)

o

A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).

(k)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

None of the above.  The statement is filed pursuant to Rule 13d-1(c).

Item 4.

Ownership.

(a)

Amount beneficially owned:   

3,383,101 Ordinary Shares

(b)

Percent of class:   

8.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

3,383,101

(ii)

Shared power to vote or to direct vote:    

0

(iii)

Sole power to dispose or to direct the disposition of:  

3,383,101

(iv)

Shared power to dispose or to direct the disposition of:   

0

The foregoing amounts of shares and percentage represent the combined holdings of the Partnerships as of the date hereof.  Of such amounts, VFI owns 2,623,135 shares (6.8% of the total outstanding),  and VFII owns 759,966 shares (2.0% of the total outstanding).  The Partnerships are filing this statement jointly to reflect their combined ownership because the sole general partner of each Partnership is The Vertical Group, L.P., a Delaware limited partnership, and the Partnerships may be deemed to constitute a “group” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

VERTICAL FUND I, L.P.

By: THE VERTICAL GROUP, L.P.

General Partner

By:

/s/ John E. Runnells, III

John E. Runnells, III

Authorized Sigantory

VERTICAL FUND II, L.P.

By: THE VERTICAL GROUP, L.P.

General Partner

By:

/s/ John E. Runnells, III

John E. Runnells, III

Authorized Signatory