Form 4 Wright Medical Group For: Nov 11 Filed by: Dewey Julie D.
November 13, 2020 6:48 PM EST
FORM
4 |
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 or Section 30(h) of the Investment Company Act of
1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Expires: |
December 31, 2014 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
See
Instruction 1(b).
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1. Name and Address of Reporting Person
*
(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
Wright Medical Group N.V.
[
WMGI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
SVP, Chief Communications Ofr |
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3. Date of Earliest Transaction
(Month/Day/Year) 11/11/2020
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check
Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting
Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
1.
Title of Security (Instr.
3)
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2.
Transaction Date
(Month/Day/Year) |
2A.
Deemed Execution Date, if any
(Month/Day/Year) |
3.
Transaction Code (Instr.
8)
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4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
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6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7.
Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Ordinary Shares, par value EUR 0.03 per share
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11/11/2020 |
|
U |
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22,290
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D
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$
30.75
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19,412
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D
|
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Ordinary Shares, par value EUR 0.03 per share
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11/11/2020 |
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D |
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11,610
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D
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$
0
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7,802
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D
|
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Ordinary Shares, par value EUR 0.03 per share
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11/11/2020 |
|
D |
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7,802
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D
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$
30.75
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0
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D
|
|
Ordinary Shares, par value EUR 0.03 per share
|
11/11/2020 |
|
A |
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18,520
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A
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$
0
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18,520
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D
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Ordinary Shares, par value EUR 0.03 per share
|
11/11/2020 |
|
D |
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18,520
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D
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$
30.75
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0
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D
|
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (right to buy)
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$
27.84
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11/11/2020 |
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D |
|
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14,196
|
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07/26/2029 |
Ordinary Shares
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14,196
|
|
0
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D
|
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Stock Option (right to buy)
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$
24.49
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11/11/2020 |
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D |
|
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8,568
|
|
07/24/2028 |
Ordinary Shares
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8,568
|
|
0
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D
|
|
Stock Option (right to buy)
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$
27.86
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11/11/2020 |
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D |
|
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5,443
|
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07/25/2027 |
Ordinary Shares
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5,443
|
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0
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D
|
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Stock Option (right to buy)
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$
21.24
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11/11/2020 |
|
D |
|
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4,642
|
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07/19/2026 |
Ordinary Shares
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4,642
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0
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D
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Stock Option (right to buy)
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$
29.06
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11/11/2020 |
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D |
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9,495
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05/13/2024 |
Ordinary Shares
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9,495
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0
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D
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Stock Option (right to buy)
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$
30.14
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11/11/2020 |
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D |
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1,601
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04/01/2024 |
Ordinary Shares
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1,601
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0
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D
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Explanation of Responses: |
|
/s/ Marija Nelson, attorney-in-fact |
11/13/2020 |
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** Signature of Reporting Person |
Date |
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. |
EXHIBIT 99.1
In connection with the Offer, each Wright RSU, other
than the 2020 RSUs, 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 RSU as of immediately prior to the
Acceptance Time, without interest and less applicable
withholding taxes. The 2020 RSUs vested pro rata based
on the number of days elapsed between the grant date
(July 23, 2020) and the Acceptance Time, and, at the
Closing, the vested 2020 RSUs were cancelled in exchange
for a cash payment equal to the product of (a) $30.75
multiplied by (b) the total number of vested Shares
subject to such 2020 RSU as of immediately prior to
the Acceptance Time, without interest and less
applicable withholding taxes. The remaining 2020 RSUs
that did not vest at the Acceptance Time were canceled
and forfeited at the Closing for no Offer Consideration
or other consideration. See Note (3) above.
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