Sec Form 4 Filing - BDT CAPITAL PARTNERS, LLC @ Colfax CORP - 2013-05-13

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 BDT CAPITAL PARTNERS, LLC 2. Issuer Name and Ticker or Trading Symbol Colfax CORP [ CFX] 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) 401 NORTH MICHIGAN AVENUE, SUITE 3100 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2013 (Street) CHICAGO, IL60611 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 Common Stock 05/13/2013 S 4,000,000 D $ 42.7234 ( 1 ) 4,246,528 I See Remarks below. Common Stock 6,939 I See footnote 2. ( 2 )

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 Series A Perpetual Convertible Preferred Stock $ 27.93 ( 3 ) ( 3 ) Common Stock 12,173,291 12,173,291 I See Remarks below. Director Stock Option (right to buy) $ 28.92 05/16/2012 05/15/2019 Common Stock, par value $.001 3,458 3,458 I See footnote 2. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BDT CAPITAL PARTNERS, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X BDTCP GP I, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X BDT CF ACQUISITION VEHICLE, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X BDTP GP, LLC 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X Trott Byron D 401 NORTH MICHIGAN AVENUE SUITE 3100 CHICAGO, IL60611 X X Signatures /s/ Byron D. Trott (on behalf of himself and each other reporting person hereunder) 05/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount represents the $44.25 secondary public offering price per share of common stock (the "Common Stock") of Colfax Corporation (the "Company"), less the underwriting discount of $1.5266 per share. ( 2 )The restricted stock units reported in Table I, and stock options reported in Table II, were granted to San W. Orr, III in connection with his service on the Board of Directors of the Company. Mr. Orr is a Partner and the Chief Operating Officer of BDT CP. Mr. Orr was designated for election to the Company's Board of Directors pursuant to the Company's Amended and Restated Certificate of Incorporation, which provides the Investor the right, among other things, to exclusively nominate for election to the Board of Directors 1 of 11 directors based on current beneficial ownership of the Investor, the BDT Investment Funds and the BDT Investment Vehicle. As a result, each of the Reporting Persons are (or may be deemed to be) directors by deputization. ( 3 )The shares of Series A Perpetual Convertible Preferred Stock are convertible into shares of Common Stock at any time and do not expire.

Remarks: This Form 4 is jointly filed by (i) BDT Capital Partners, LLC ("BDT CP"), (ii) BDTCP GP I, LLC ("BDTCP GP I"), (iii) BDT CF Acquisition Vehicle, LLC (the "Investor"), (iv) Byron D. Trott, and (v) BDTP GP, LLC ("BDTP"). Mr. Trott is the sole member of BDTP, which is the managing member of BDT CP. BDT CP is the manager of BDTCP GP I, which is the general partner of the Investor. The Investor beneficially owns 12,173,291 shares of Common Stock into which the shares of the Company's Series A Perpetual Convertible Preferred Stock owned by the Investor may currently be converted. Following the transaction reported on this Form 4, certain investment funds (the "BDT Investment Funds") controlled by BDTCP GP I beneficially own, in the aggregate, 4,078,902 shares of Common Stock. Each of Mr. Trott, BDTP, BDT CP and BDTCP GP I, by virtue of his or its direct or indirect control of the Investor and the BDT Investment Funds, may be deemed to beneficially own the securities held by the Investor and the BDT Investment Funds. Following the transaction reported on this Form 4, an employee investment vehicle (the "BDT Investment Vehicle") controlled by BDTP own 167,626 shares of Common Stock. Each of Mr. Trott and BDTP, by virtue of his or its indirect control of the BDT Investment Vehicle, may be deemed to beneficially own the securities held by the BDT Investment Vehicle. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. This Form 4 shall not be deemed to be an admission that any Reporting Person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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).

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