Sec Form 4 Filing - TMG Holdings Cooperatief U.A. @ Tornier N.V. - 2013-05-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person TMG Holdings Cooperatief U.A. 2. Issuer Name and Ticker or Trading Symbol Tornier N.V. [ TRNX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2013 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Ordinary Shares, par value EUR 0.03 per share 05/15/2013 S 2,645,000 D $ 15.3425 ( 1 ) 15,846,809 D ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TMG Holdings Cooperatief U.A. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X WARBURG PINCUS (BERMUDA) PRIVATE EQUITY IX, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X WP (Bermuda) IX PE One Ltd. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X Warburg Pincus (Bermuda) Private Equity Ltd. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X WARBURG PINCUS LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X Signatures TMG HOLDINGS COOPERATIEF U.A. By: /s/ Timothy J. Curt Name: Timothy J. Curt Title: Director 05/17/2013 Signature of Reporting Person Date WARBURG PINCUS (BERMUDA) PRIVATE EQUITY IX, L.P. By: /s/ Scott A. Arenare Name: Scott A. Arenare Title: Authorized Signatory 05/17/2013 Signature of Reporting Person Date WP (BERMUDA) IX PE ONE LTD. By: /s/ Timothy J. Curt Name: Timothy J. Curt Title: Director 05/17/2013 Signature of Reporting Person Date WARBURG PINCUS (BERMUDA) PRIVATE EQUITY LTD. By: /s/ Scott A. Arenare Name: Scott A. Arenare Title: Authorized Signatory 05/17/2013 Signature of Reporting Person Date WARBURG PINCUS LLC By: /s/ Scott A. Arenare Name: Scott A. Arenare Title: Managing Director 05/17/2013 Signature of Reporting Person Date CHARLES R. KAYE By: /s/ Scott A. Arenare Name: Charles R. Kaye By: Scott A. Arenare, Attorney-in-Fact* 05/17/2013 Signature of Reporting Person Date JOSEPH P. LANDY By: /s/ Scott A. Arenare Name: Joseph P. Landy By: Scott A. Arenare, Attorney-in-Fact* 05/17/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a public offering price of $16.15 per Ordinary Share less underwriting discounts of $0.8075 per Ordinary Share pursuant to an Underwriting Agreement dated May 9, 2013. ( 2 )These ordinary shares (the "Shares") are owned by TMG Holdings Cooperatief U.A., a Dutch cooperatief ("TMG"). TMG is wholly owned by Warburg Pincus (Bermuda) Private Equity IX, L.P., a Bermuda limited partnership ("WP Bermuda IX") and WP (Bermuda) IX PE One Ltd., a Bermuda company ("WPIX PE One"). The general partner of WP Bermuda IX is Warburg Pincus (Bermuda) Private Equity Ltd., a Bermuda exempted company ("WP Bermuda Ltd."). WP Bermuda IX is managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC" and, together with WP Bermuda IX, WPIX PE One and WP Bermuda Ltd., the "Warburg Pincus Entities"). Charles R. Kaye and Joseph P. Landy are the Managing General Partners of Warburg Pincus & Co., a New York general partnership, and Managing Members and Co-Presidents of WP LLC and may be deemed to control the Warburg Pincus Entities. ( 3 )Each of the Warburg Pincus Entities and Messrs. Charles R. Kaye and Joseph P. Landy (collectively, the "Warburg Pincus Reporting Persons") has shared voting and investment control of all of the Shares referenced above. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Warburg Pincus Reporting Persons may be deemed to be the beneficial owners of the Shares referenced above. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of all of the Shares referenced above except to the extent of any indirect pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons herein states that this Form 4 shall not be deemed an admission that it or he is the beneficial owner of any of the Shares of the Issuer reported in this Form 4.

Remarks: * Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied Person. TMG is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.

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).

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