Sec Form 4 Filing - KOHRS DOUGLAS W @ Tornier N.V. - 2012-08-10

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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
KOHRS DOUGLAS W
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
7701 FRANCE AVENUE S., STE 600
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2012
(Street)
EDINA, MN55345
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 EUR 0.03 per share 08/10/2012 A 23,758 ( 1 ) A $ 0 481,723 ( 2 ) D
Ordinary Shares, par value EUR 0.03 per share 0 I See Footnote ( 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
Stock Option (right to buy) $ 18.04 08/10/2012 A 51,987 ( 4 ) 08/10/2022 Ordinary Shares 51,987 $ 0 51,987 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KOHRS DOUGLAS W
7701 FRANCE AVENUE S., STE 600
EDINA, MN55345
X President and CEO
Signatures
Kevin M. Klemz, attorney-in-fact 08/14/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These ordinary shares will be issued over time upon vesting pursuant to a restricted stock unit granted under the Tornier N.V. 2010 Incentive Plan, as amended.
( 2 )Includes 48,471 shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Tornier N.V. 2010 Incentive Plan, as amended.
( 3 )In the last Form 4 filed with the U.S. Securities and Exchange Commission, Mr. Kohrs reported indirect ownership of the 307,698 ordinary shares of Tornier N.V. held by Stichting Administratiekantoor Tornier (STAK), due to his position as a director of STAK. In August 2011, STAK effected a pro rata distribution to its members of all 307,698 ordinary shares of Tornier N.V. held by STAK. Mr. Kohrs is not a member of STAK and had no pecuniary interest in the ordinary shares of Tornier N.V. held by STAK.
( 4 )This option vests with respect to 25% of the shares on August 10, 2013 and with respect to the remaining 75% of such shares over the three-year period thereafter in 12 quarterly installments.

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