Sec Form 4 Filing - MARDY MICHAEL J @ Tumi Holdings, Inc. - 2016-08-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MARDY MICHAEL J 2. Issuer Name and Ticker or Trading Symbol Tumi Holdings, Inc. [ TUMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO and EVP (Last) (First) (Middle) C/O TUMI HOLDINGS, INC., 1001 DURHAM AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2016 (Street) SOUTH PLAINFIELD, NJ07080 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 Common Stock, $0.01 par value per share 08/01/2016 D 416,949 D $ 26.75 ( 1 ) 0 D Common Stock, par value $0.01 per share 08/01/2016 D 8,000 D $ 26.75 ( 1 ) 0 I See footnote ( 2 ) Common Stock, par value $0.01 per share 08/01/2016 D 215,000 D $ 26.75 ( 1 ) 0 I See footnote ( 3 ) Common Stock, par value $0.01 per share 08/01/2016 D 8,000 D $ 26.75 ( 1 ) 0 I See footnote ( 4 ) Common Stock, par value $0.01 per share 08/01/2016 D 250,000 D $ 26.75 ( 1 ) 0 I See footnote ( 5 )

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) $ 23.25 08/01/2016 D 17,224 ( 6 ) 03/03/2025 Common Stock, $0.01 par value per share 17,224 ( 7 ) 0 D Stock Option (Right to Buy) $ 20.45 08/01/2016 D 55,006 ( 8 ) 01/04/2023 Common Stock, par value $0.01 per share 55,006 ( 9 ) 0 D Stock Option (Right to Buy) $ 22.95 08/01/2016 D 16,965 ( 10 ) 03/04/2024 Common Stock, par value $0.01 per share 16,965 ( 11 ) 0 D Restricted Stock Units ( 12 ) 08/01/2016 D 2,509 ( 13 ) ( 13 ) Common Stock, $0.01 par value per share 2,509 ( 14 ) 0 D Restricted Stock Units ( 12 ) 08/01/2016 D 13,924 ( 15 ) ( 15 ) Common Stock, $0.01 par value per share 13,924 ( 16 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MARDY MICHAEL J C/O TUMI HOLDINGS, INC. 1001 DURHAM AVENUE SOUTH PLAINFIELD, NJ07080 X CFO and EVP Signatures /s/ Michael J. Mardy 08/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to and upon the effectiveness of the merger of PTL Acquisition Inc. ("Merger Sub"), a wholly owned subsidiary of Samsonite International S.A. ("Samsonite"), with and into the Issuer on August 1, 2016 pursuant to a merger agreement dated March 3, 2016 by and among Samsonite, Merger Sub and the Issuer. ( 2 )Shares held by Theodore O'Donnell 2012 Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. ( 3 )Shares held by The 2012 Mardy Family Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. ( 4 )Shares held by Grant O'Donnell 2012 Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. ( 5 )Shares held by Michael Mardy 2016 Delaware Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these shares for Section 16 or for any other purpose. ( 6 )The stock option vests in three equal installments on each of the first three anniversaries of March 3, 2015, subject to the terms and conditions of the Tumi Holdings, Inc. 2012 Long-Term Incentive Plan (the "Plan"). ( 7 )Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $60,284 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option). ( 8 )The stock options vest in five equal installments on each of the first five anniversaries of January 4, 2013, subject to the terms and conditions of the Plan. ( 9 )Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $346,537.80 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option). ( 10 )The stock option vests in three equal installments on each of the first three anniversaries of March 4, 2014, subject to the terms and conditions of the Plan. ( 11 )Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $64,467 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option). ( 12 )Each restricted stock unit represented a contingent right to receive one share of Issuer common stock. ( 13 )The restricted stock units vest in two equal installments on each of March 3, 2017 and March 2, 2018, subject to the terms and conditions of the Plan. ( 14 )Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the restricted stock units were cancelled in exchange for a cash payment of $67,115.75 (representing a price of $26.75 per restricted stock unit). ( 15 )The restricted stock units vest in three equal installments on each of March 1, 2017, March 1, 2018 and March 1, 2019, subject to the terms and conditions of the Plan. ( 16 )Upon effectiveness of the merger, pursuant to the terms of the merger agreement, the restricted stock units were cancelled in exchange for a cash payment of $372,467 (representing a price of $26.75 per restricted stock unit).

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.