SEC Form 4 · accession 0001104659-15-081528
Wright Medical Group N.V. · WMGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean Carney
Director
Period of report
Nov 23, 2015
Accepted (ET)
Nov 25, 2015 · 5:06 pm EST
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,F2,F3,F4 | Nov 23, 2015 | S | 4,500,000 | $20.82 | D | 6,221,809 | I | See footnotes |
| Ordinary Shares, par value EUR 0.03 per shareF5 | holding | — | — | — | 33,160 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a public offering price of $20.82 per ordinary share (the "Ordinary Shares") pursuant to an Underwriting Agreement dated November 17, 2015.
- F2Consists of ordinary shares held by TMG Holdings Cooperatief U.A., a Dutch cooperatief, or TMG. TMG is wholly owned by Warburg Pincus Bermuda Private Equity IX, L.P., a Bermuda limited partnership, or WP Bermuda IX, and WP Bermuda IX PE One Ltd., a Bermuda exempted company, or WPIX PE One. The general partner of WP Bermuda IX and sole shareholder of WPIX PE One is Warburg Pincus Bermuda Private Equity Ltd., a Bermuda exempted company, or WP Bermuda Ltd. WP Bermuda IX is managed by Warburg Pincus LLC, a New York limited liability company, or WP LLC, and together with WP Bermuda IX, WPIX PE One and WP Bermuda Ltd., the Warburg Pincus Entities.
- F3Charles R. Kaye and Joseph P. Landy are the Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of the Warburg Pincus Entities, Mr. Kaye and Mr. Landy has shared voting and investment control of all of the ordinary shares referenced above. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, Mr. Kaye, Mr. Landy and the Warburg Pincus Entities may be deemed to be the beneficial owners of the ordinary shares held by TMG. Each of Mr. Kaye, Mr. Landy and the Warburg Pincus Entities disclaims beneficial ownership of the ordinary shares referenced above except to the extent of any pecuniary interest therein.
- F4Mr. Carney is a Member and a Managing Director of WP LLC. All shares indicated as owned by Mr. Carney are included because of his affiliation with the Warburg Pincus Entities. Mr. Carney disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by the Warburg Pincus Entities, except to the extent of any pecuniary interest therein. This Form 4 shall not be deemed an admission that Mr. Carney or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Exchange Act or for any other purpose.
- F5Includes 6,727 ordinary shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan.