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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Berry Lance A 1023 CHERRY ROAD MEMPHIS, TN 38117 |
Sr. VP & CFO |
/s/ Marija S. Nelson, Attorney-in-fact | 10/05/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |