Gray Peter L Form 4 Tumi / PETER L GRAY ownership change

SEC Form 4

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRAY PETER L

(Last) (First) (Middle)

C/O TUMI HOLDINGS, INC.

1001 DURHAM AVENUE

(Street)

SOUTH PLAINFIELD NJ 07080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tumi Holdings, Inc. [ TUMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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		1,503	D	$26.75(1)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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			13,779	(2)	03/03/2025	Common Stock, $0.01 par value per share	13,779	(3)	0	D
Stock Option (Right to Buy)	$23.54	08/01/2016		D			46,641	(4)	12/04/2023	Common Stock, par value $0.01 per share	46,641	(5)	0	D
Stock Option (Right to Buy)	$22.95	08/01/2016		D			13,572	(6)	03/04/2024	Common Stock, par value $0.01 per share	13,572	(7)	0	D
Restricted Stock Units	(8)	08/01/2016		D			2,007	(9)	(9)	Common Stock, $0.01 par value per share	2,007	(10)	0	D
Restricted Stock Units	(8)	08/01/2016		D			7,088	(11)	(11)	Common Stock, $0.01 par value per share	7,088	(12)	0	D

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. 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").

3. 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 $48,226.50 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).

4. The stock options vest in five equal installments on each of the first five anniversaries of December 4, 2013, subject to the terms and conditions of the Plan.

5. 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 $149,717.61 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).

6. 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.

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 $51,573.60 (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. Each restricted stock unit represented a contingent right to receive one share of Issuer common stock.

9. 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.

10. 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 $53,687.25 (representing a price of $26.75 per restricted stock unit).

11. 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.

12. 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 $189,604 (representing a price of $26.75 per restricted stock unit).

Remarks:

	/s/ Peter L. Gray	08/03/2016
	** Signature of Reporting Person	Date
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