SEC Form 4 · accession 0000899243-15-006351
Wright Medical Group N.V. · WMGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lance A Berry
Officer — Sr. VP & CFO
Period of report
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 6:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001492658
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, par value EUR 0.03 per shareF1 | Oct 1, 2015 | A | 68,765 | — | A | 68,765 | D | |
| Ordinary Shares, par value EUR 0.03 per shareF3 | Oct 2, 2015 | S | 5,669 | $21.19 | D | 63,096 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $18.94 | Oct 1, 2015 | A | 3,839 | A | Oct 1, 2015 | Apr 4, 2016 | Ordinary Shares | 3,839 | 3,839 | D |
| Stock Option (Right to Buy)F5 | $18.94 | Oct 1, 2015 | A | 3,893 | A | Oct 1, 2015 | Apr 4, 2016 | Ordinary Shares | 3,893 | 3,893 | D |
| Stock Option (Right to Buy)F6 | $28.32 | Oct 1, 2015 | A | 10,309 | A | Oct 1, 2015 | May 14, 2018 | Ordinary Shares | 10,309 | 10,309 | D |
| Stock Option (Right to Buy)F7 | $15.01 | Oct 1, 2015 | A | 6,575 | A | Oct 1, 2015 | May 13, 2019 | Ordinary Shares | 6,575 | 6,575 | D |
| Stock Option (Right to Buy)F8 | $17.82 | Oct 1, 2015 | A | 9,635 | A | Oct 1, 2015 | May 13, 2020 | Ordinary Shares | 9,635 | 9,635 | D |
| Stock Option (Right to Buy)F9 | $15.04 | Oct 1, 2015 | A | 12,528 | A | Oct 1, 2015 | May 11, 2021 | Ordinary Shares | 12,528 | 12,528 | D |
| Stock Option (Right to Buy)F10 | $17.70 | Oct 1, 2015 | A | 1,924 | A | Oct 1, 2015 | Apr 16, 2022 | Ordinary Shares | 1,924 | 1,924 | D |
| Stock Option (Right to Buy)F11 | $20.75 | Oct 1, 2015 | A | 19,557 | A | Oct 1, 2015 | May 9, 2022 | Ordinary Shares | 19,557 | 19,557 | D |
| Stock Option (Right to Buy)F12 | $23.93 | Oct 1, 2015 | A | 30,602 | A | Oct 1, 2015 | May 14, 2023 | Ordinary Shares | 30,602 | 30,602 | D |
| Stock Option (Right to Buy)F13 | $29.06 | Oct 1, 2015 | A | 18,262 | A | Oct 1, 2015 | May 13, 2024 | Ordinary Shares | 18,262 | 18,262 | D |
Explanation of responses
- F1Received 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.
- F10Received in the merger in exchange for an employee stock option to acquire 1,867 Wright shares for $18.24 per share.
- F11Received in the merger in exchange for an employee stock option to acquire 18,971 Wright shares for $21.39 per share.
- F12Received in the merger in exchange for an employee stock option to acquire 29,685 Wright shares for $24.66 per share.
- F13Received in the merger in exchange for an employee stock option to acquire 17,715 Wright shares for $29.95 per share.
- F2The shares were sold pursuant to a Rule 10b5-1 to satisfy applicable withholding obligations upon vesting of restricted stock.
- F3The 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.
- F4Received in the merger in exchange for an employee stock option to acquire 3,724 Wright shares for $19.52 per share.
- F5Received in the merger in exchange for an employee stock option to acquire 3,777 Wright shares for $19.52 per share.
- F6Received in the merger in exchange for an employee stock option to acquire 10,000 Wright shares for $29.19 per share.
- F7Received in the merger in exchange for an employee stock option to acquire 6,378 Wright shares for $15.47 per share.
- F8Received in the merger in exchange for an employee stock option to acquire 9,347 Wright shares for $18.37 per share.
- F9Received in the merger in exchange for an employee stock option to acquire 12,153 Wright shares for $15.50 per share.