Cooke Peter Form 4 Wright Medical / Peter Cooke 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^*

Cooke Peter

(Last) (First) (Middle)

1023 CHERRY ROAD

(Street)

MEMPHIS TN 38117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Wright Medical Group N.V. [ WNGI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, International

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2017

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
Ordinary Shares, par value EUR 0.03 per Share	09/05/2017		M		7,875	A	$21.24	52,488(1)	D
Ordinary Shares, par value EUR 0.03 per share	09/05/2017		M		29,710	A	$20.62	82,198(1)	D
Ordinary Shares, par value EUR 0.03 per share	09/05/2017		M		45	A	$20.21	82,243(1)	D
Ordinary Shares, par value EUR 0.03 per share	09/05/2017		S		37,630	D	(2)	44,613(1)	D
Ordinary Shares, par value EUR 0.03 per share	09/06/2017		M		54,077	A	$20.21	98,690(1)	D
Ordinary Shares, par value EUR 0.03 per share	09/06/2017		S		72,131	D	(3)	26,559(1)	D
Ordinary Shares, par value EUR 0.03 per share	09/07/2017		S		2,934	D	(4)	23,625(1)	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)	$21.24	09/05/2017		M			7,875	(5)	07/19/2026	Ordinary Shares	7,875	$21.24	21,208	D
Stock Option (right to buy)	$20.62	09/05/2017		M			29,710	(6)	10/13/2025	Ordinary Shares	29,710	$20.62	35,160	D
Stock Option (right to buy)	$20.21	09/05/2017		M			45	(7)	01/31/2023	Ordinary Shares	45	$20.21	54,077	D
Stock Option (right to buy)	$20.21	09/06/2017		M			54,077	(7)	01/31/2023	Ordinary Shares	54,077	$20.21	0	D

Explanation of Responses:

1. Includes 18,801 ordinary shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan and 4,824 ordinary shares that will be issued over time upon vesting pursuant to a restricted stock unit granted under the Wright Medical Group N.V. 2017 Equity and Incentive Plan.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.15 to $29.58, inclusive. The reporting person undertakes to provide to Wright Medical Group N.V., any security holder of Wright Medical Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.63 inclusive. The reporting person undertakes to provide to Wright Medical Group N.V., any security holder of Wright Medical Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.68 to $29.10 inclusive. The reporting person undertakes to provide to Wright Medical Group N.V., any security holder of Wright Medical Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

5. This option vests with respect to 25% of the shares on July 19, 2017 and with respect to the remaining 75% of such shares over the three-year period thereafter in 36 as nearly equal as possible monthly installments.

6. This option vests with respect to 25% of the shares on October 13, 2016 and with respect to the remaining 75% of such shares over the three-year period thereafter in 36 as nearly equal as possible monthly installments.

7. These shares vested on October 1, 2015.

	/s/Marija Nelson, attorney-in-fact	09/07/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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