Sec Form 4 Filing - Cordell Kevin D @ Wright Medical Group N.V. - 2020-11-11

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 Cordell Kevin D 2. Issuer Name and Ticker or Trading Symbol Wright Medical Group N.V. [ WMGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief Global Comm Officer (Last) (First) (Middle) 1023 CHERRY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/11/2020 (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 EUR 0.03 per share 11/11/2020 U( 1 ) 65,618 D $ 30.75 57,464 ( 2 ) D Ordinary Shares, par value EUR 0.03 per share 11/11/2020 D 35,877 ( 3 ) D $ 0 21,587 ( 4 ) D Ordinary Shares, par value EUR 0.03 per share 11/11/2020 D( 5 ) 21,587 D $ 30.75 0 D Ordinary Shares, par value EUR 0.03 per share 11/11/2020 A( 6 ) 50,160 A $ 0 50,160 D Ordinary Shares, par value EUR 0.03 per share 11/11/2020 D( 6 ) 50,160 D $ 30.75 0 D

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) $ 27.84 11/11/2020 D 43,866 ( 7 ) 07/26/2029 Ordinary Shares 43,866 ( 7 ) 0 D Stock Option (right to buy) $ 24.49 11/11/2020 D 19,957 ( 7 ) 07/24/2028 Ordinary Shares 19,957 ( 7 ) 0 D Stock Option (right to buy) $ 27.86 11/11/2020 D 12,926 ( 7 ) 07/25/2027 Ordinary Shares 12,926 ( 7 ) 0 D Stock Option (right to buy) $ 21.24 11/11/2020 D 9,808 ( 7 ) 07/19/2026 Ordinary Shares 9,808 ( 7 ) 0 D Stock Option (right to buy) $ 30.08 11/11/2020 D 34,626 ( 7 ) 09/26/2024 Ordinary Shares 34,626 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cordell Kevin D 1023 CHERRY ROAD MEMPHIS, TN38117 EVP, Chief Global Comm Officer Signatures /s/ Marija Nelson, attorney-in-fact 11/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 4, 2019, Wright Medical Group N.V. (the "Issuer") entered into a purchase agreement (the "Purchase Agreement") with Stryker Corporation and its subsidiary, Stryker B.V. (the "Purchaser"). Pursuant to the terms of the Purchase Agreement, the Purchaser commenced a tender offer for all the outstanding ordinary shares, par value EUR 0.03 per share ("Shares"), of the Issuer (the "Offer"), and, on November 11, 2020 (the "Acceptance Time"), the Purchaser accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, including 26,063 Shares tendered by the reporting person, in exchange for a cash payment equal to $30.75 per Share, without interest and less applicable withholding taxes (the "Offer Consideration"), which Offer Consideration will be paid as promptly as practicable following the Closing (as defined in the Purchase Agreement). ( 2 )Includes 18,606 Shares issuable upon vesting of restricted stock units in respect of Shares (collectively, "Wright RSUs") and 38,858 Shares issuable upon vesting of Wright RSUs granted on July 23, 2020 (the "2020 RSUs"). See note (5) below for the treatment of such Wright RSUs and Wright 2020 RSUs in connection with the Offer. ( 3 )Represents Shares issuable upon vesting of the 2020 RSUs which did not vest at the Acceptance Time and were cancelled and forfeited at the Closing for no Offer Consideration or other consideration. See note (5) below for the treatment of the Wright 2020 RSUs in connection with the Offer. ( 4 )Includes 18,606 Shares issuable upon vesting of the Wright RSUs and 2,981 Shares issuable upon vesting of the 2020 RSUs. See Note (5) below for the treatment of Wright RSUs and Wright 2020 RSUs in connection with the Offer. ( 5 )See Exhibit 99.1. ( 6 )In connection with the Offer, each performance share unit in respect of Shares (a "Wright PSU") that was outstanding and unvested immediately prior to the Acceptance Time vested in full at the Acceptance Time, and, at the Closing, was cancelled in exchange for a cash payment equal to the product of (a) $30.75 multiplied by (b) the total number of Shares subject to such Wright PSU as of immediately prior to the Acceptance Time determined based on the maximum achievement of the applicable performance condition, without interest and less applicable withholding taxes. ( 7 )Pursuant to the Purchase Agreement, each outstanding option to purchase Shares (a "Wright Stock Option") that was outstanding immediately prior to the Acceptance Time was automatically canceled at the Acceptance Time, and at the Closing, exchanged for a cash payment equal to the product of (a) the number of Shares subject to the unexercised portion of such Wright Stock Option immediately prior to the Acceptance Time multiplied by (b) the excess, if any, of $30.75 over the applicable per Share exercise price of such Wright Stock Option, without interest and less applicable withholding taxes.

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