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*
(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) | 26,063 | D | $30.75 | 17,919(2) | D | |||
| Ordinary Shares, par value EUR 0.03 per share | 11/11/2020 | D | 10,712(3) | D | $0 | 7,207(4) | D | |||
| Ordinary Shares, par value EUR 0.03 per share | 11/11/2020 | D(5) | 7,207 | D | $30.75 | 0 | D | |||
| Ordinary Shares, par value EUR 0.03 per share | 11/11/2020 | A(6) | 17,084 | A | $0 | 17,084 | D | |||
| Ordinary Shares, par value EUR 0.03 per share | 11/11/2020 | D(6) | 17,084 | 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 | 13,098 | (7) | 07/26/2029 | Ordinary Shares | 13,098 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $24.49 | 11/11/2020 | D | 11,490 | (7) | 07/24/2028 | Ordinary Shares | 11,490 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $27.86 | 11/11/2020 | D | 11,570 | (7) | 07/25/2027 | Ordinary Shares | 11,570 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $21.24 | 11/11/2020 | D | 22,941 | (7) | 07/19/2026 | Ordinary Shares | 22,941 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $20.62 | 11/11/2020 | D | 30,989 | (7) | 10/13/2025 | Ordinary Shares | 30,989 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $20.62 | 11/11/2020 | D | 20,659 | (7) | 10/13/2025 | Ordinary Shares | 20,659 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $28.98 | 11/11/2020 | D | 5,164 | (7) | 10/01/2024 | Ordinary Shares | 5,164 | (7) | 0 | D | ||||
| Stock Option (right to buy) | $30.37 | 11/11/2020 | D | 10,674 | (7) | 07/25/2024 | Ordinary Shares | 10,674 | (7) | 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 as of the Acceptance Time, including 26,063 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. Includes 6,317 Shares issuable upon vesting of restricted stock units in respect of Shares (collectively, "Wright RSUs") and 11,602 Shares issuable upon vesting of Wright RSUs granted on July 23, 2020 (the "2020 RSUs"). See note (5) below for the treatment of such Wright RSUs and Wright 2020 RSUs in connection with the Offer. |
| 3. Represents Shares issuable upon vesting of the 2020 RSUs which did not vest at the Acceptance Time and were cancelled and forfeited at the Closing for no Offer Consideration or other consideration. See note (5) below for the treatment of the Wright 2020 RSUs in connection with the Offer. |
| 4. Includes 6,317 Shares issuable upon vesting of the Wright RSUs and 890 Shares issuable upon vesting of the 2020 RSUs. See Note (5) below for the treatment of Wright RSUs and Wright 2020 RSUs in connection with the Offer. |
| 5. See Exhibit 99.1. |
| 6. In connection with the Offer, each performance share unit in respect of Shares (a "Wright PSU") 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 PSU as of immediately prior to the Acceptance Time determined based on the maximum achievement of the applicable performance condition, without interest and less applicable withholding taxes. |
| 7. 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. | ||