Sec Form 4 Filing - DHC Ltd @ Tumi Holdings, Inc. - 2012-04-24

Insider filing report for Changes in Beneficial Ownership
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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
DHC Ltd
2. Issuer Name and Ticker or Trading Symbol
Tumi Holdings, Inc. [ TUMI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
45 PALL MALL,
3. Date of Earliest Transaction (MM/DD/YY)
04/24/2012
(Street)
LONDON, X0SW1Y 5JG
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, par value $0.01 per share 04/24/2012 S 874,614 ( 1 ) D $ 18 8,605,178 I By Doughty Hanson & Co IV Nominees One Limited ( 2 )
Common Stock, par value $0.01 per share 04/24/2012 S 943,096 ( 1 ) D $ 18 9,278,965 I By Doughty Hanson & Co IV Nominees Two Limited ( 2 )
Common Stock, par value $0.01 per share 04/24/2012 S 814,389 ( 1 ) D $ 18 8,012,637 I By Doughty Hanson & Co IV Nominees Four Limited ( 2 )
Common Stock, par value $0.01 per share 04/24/2012 S 833,834 ( 1 ) D $ 18 8,203,939 I By Officers Nominee Limited ( 2 )
Common Stock, par value $0.01 per share 04/24/2012 S 619,692 ( 1 ) D $ 18 6,097,048 I By funds controlled by DHC Limited ( 3 )
Common Stock, par value $0.01 per share 04/24/2012 D 59,464 ( 4 ) D $ 18 8,545,714 I By Doughty Hanson & Co IV Nominees One Limited ( 2 )
Common Stock, par value $0.01 per shar e 04/24/2012 D 64,120 ( 4 ) D $ 18 9,214,845 I By Doughty Hanson & Co IV Nominees Two Limited ( 2 )
Common Stock, par value $0.01 per share 04/24/2012 D 55,370 ( 4 ) D $ 18 7,957,267 I By Doughty Hanson & Co IV Nominees Four Limited ( 2 )
Common Stock, par value $0.01 per share 04/24/2012 D 56,692 ( 4 ) D $ 18 8,147,247 I By Officers Nominee Limited ( 2 )
Common Stock, par value $0.01 per share 04/24/2012 D 42,132 ( 4 ) D $ 18 6,054,916 I By funds controlled by DHC Limited ( 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
DHC Ltd
45 PALL MALL
LONDON, X0SW1Y 5JG
X See Remarks
Doughty Hanson & Co IV Ltd
C/O DHC LIMITED
45 PALL MALL
LONDON, X0SW1Y 5JG
X
Doughty Hanson & Co IV Nominees One Ltd
C/O DHC LIMITED
45 PALL MALL
LONDON, X0SW1Y 5JG
X
Doughty Hanson & Co IV Nominees Two Ltd
C/O DHC LIMITED
45 PALL MALL
LONDON, X0SW1Y 5JG
X
Doughty Hanson & Co IV Nominees Four Ltd
C/O DHC LIMITED
45 PALL MALL
LONDON, X0SW1Y 5JG
X
Officer Nominees Ltd
C/O DHC LIMITED
45 PALL MALL
LONDON, X0SW1Y 5JG
X
Signatures
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
Signature of Reporting Person Date
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
Signature of Reporting Person Date
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
Signature of Reporting Person Date
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
Signature of Reporting Person Date
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
Signature of Reporting Person Date
/s/ Graeme Stening, as attorney-in-fact 04/24/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects sales of shares in the initial public offering of common stock of Tumi Holdings, Inc. that closed on April 24, 2012, a portion of which were previously reported on the Form 3 filed on April 18, 2012.
( 2 )Doughty Hanson & Co IV Limited is the general partner of Doughty Hanson & Co IV Nominees One Limited, Doughty Hanson & Co IV Nominees Two Limited, Doughty Hanson & Co IV Nominees Four Limited and Officers Nominees Limited. Doughty Hanson & Co IV Limited is wholly-owned by DHC Limited.
( 3 )Includes shares owned by Doughty Hanson & Co IV Nominees Three Limited, Stockwell Fund, L.P., HVB Capital Partners AG, Brederode International s.a.r.l., Uberior Co-Investments Limited and RBSM Capital Limited. Each such entity owns shares amounting to less than 10% ownership in the Issuer.
( 4 )Reflects the repurchase of shares by the company on April 24, 2012.

Remarks:
On the basis of the relationship between the reporting persons and Richard P. Hanson, the reporting persons may be deemed directors by deputization.

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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