Sec Form 3 Filing - WRIGHT MEDICAL GROUP INC @ Tornier N.V. - 2014-10-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
WRIGHT MEDICAL GROUP INC
2. Issuer Name and Ticker or Trading Symbol
Tornier N.V. [ TRNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1023 CHERRY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/27/2014
(Street)
MEMPHIS, TN38117
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 Euro 0.03 per share 0 I ( 1 ) ( 2 ) See footnotes ( 1 ) ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WRIGHT MEDICAL GROUP INC
1023 CHERRY ROAD
MEMPHIS, TN38117
X
Signatures
/s/ James A. Lightman, James A. Lightman, Senior Vice President, Secretary and General Counsel 11/06/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Wright Medical Group, Inc. ("Wright") is reporting beneficial ownership of the ordinary shares of Tornier N.V. ("Tornier") held by TMG Holdings Cooperatief U.A. ("TMG Holdings") solely because Wright holds a limited proxy to vote TMG Holdings' 10,721,809 ordinary shares in favor of the proposed merger between Wright and Tornier pursuant to the Voting and Support Agreement between Wright and TMG Holdings. A copy of the Voting and Support Agreement was filed with Wright's Current Report on Form 8-K on October 27, 2014. Wright may be deemed to be the beneficial owner due to its limited voting rights in the ordinary shares held by TMG Holdings for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
( 2 )(Continued from footnote 1) Wright does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the ordinary shares held by TMG Holdings and expressly disclaims any beneficial ownership in the ordinary shares held by TMG Holdings and reported herein. The filing of this Form 3 shall not be construed as an admission that Wright is the beneficial owner of any of the securities reported herein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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