| 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*
(Street)
| 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)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/11/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Ordinary Shares, par value EUR 0.03 per share | 11/11/2020 | U(1) | 59,889 | D | $30.75 | 0 | D | |||
| 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) | 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) | $27.84 | 11/11/2020 | D | 11,691 | (2) | 07/26/2029 | Ordinary Shares | 11,691 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $24.49 | 11/11/2020 | D | 9,907 | (2) | 07/24/2028 | Ordinary Shares | 9,907 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $27.86 | 11/11/2020 | D | 10,275 | (2) | 07/25/2027 | Ordinary Shares | 10,275 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $21.24 | 11/11/2020 | D | 11,765 | (2) | 07/19/2026 | Ordinary Shares | 11,765 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $20.62 | 11/11/2020 | D | 11,018 | (2) | 10/13/2025 | Ordinary Shares | 11,018 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $29.06 | 11/11/2020 | D | 10,309 | (2) | 05/13/2024 | Ordinary Shares | 10,309 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $23.93 | 11/11/2020 | D | 10,309 | (2) | 05/14/2023 | Ordinary Shares | 10,309 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $20.75 | 11/11/2020 | D | 10,309 | (2) | 05/09/2022 | Ordinary Shares | 10,309 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $15.04 | 11/11/2020 | D | 10,309 | (2) | 05/11/2021 | Ordinary Shares | 10,309 | (2) | 0 | D | ||||
| 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, including 59,889 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. 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. |
| /s/ Marija Nelson, attorney-in-fact | 11/13/2020 | |
| ** 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. | ||
