UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer.

This Statement on Schedule 13D (this “Schedule 13D”) relates to the ordinary shares, par value €0.03 per share, of Tornier N.V., a public company with limited liability incorporated under the laws of The Netherlands (“Tornier”).  The address of the principal executive offices of Tornier is Fred. Roeskestraat 123, 1076 EE Amsterdam, The Netherlands.

Item 2.

Identity and Background.

This statement is being filed by Alain Tornier (“Mr. Tornier”), Karenslyst Årgang 2011 XXXVII AS (“Karenslyst”) and KCH Stockholm AB (“KCH”).  Karenslyst is a company with limited liability organized under the laws of Norway, its principal business is holding securities  and its principal business address is c/o Knut Solvang, Postboks 345 Lysaker, N-1326 Lysaker, Norway.  KCH is a company with limited liability organized under the laws of Sweden, its principal business is holding securities and its principal business address is c/o Hamilton Avokatbyra, Box 606, Karlstad V7 65113.  Mr. Tornier owns KCH, and KCH owns Karenslyst.  Each of Mr. Tornier, Karenslyst and KCH is referred to in this Schedule 13D as a “Reporting Person” and collectively, the “Reporting Persons.”

Mr. Tornier is a non-executive director of Tornier and has served as a director since May 1976.  Mr. Tornier assumed a leadership role in Tornier’s predecessor entity in 1976, following the death of his father, René Tornier, the founder of Tornier.  Mr. Tornier later served as President and Chief Executive Officer of Tornier until its acquisition by an investor group in September 2006, when he retired.  Mr. Tornier is a citizen of France.  Mr. Tornier’s address is Via Petrarca 4, 20123 Milan, Italy.

Set forth on Schedule A to this Schedule 13D, which is incorporated herein by reference, is the name of the directors of Karenslyst and KCH along with the present principal occupation or employment of such directors and the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each such individual, as of the date hereof to the knowledge of the Reporting Persons. To the knowledge of the Reporting Persons, none of the individuals named on Schedule A to this Schedule 13D own any ordinary shares of Tornier.

During the last five years, none of the Reporting Persons or the individuals listed on Schedule A to this Schedule 13D has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

On November 28, 2011, Karenslyst purchased 3,485,292 ordinary shares of Tornier from KCH for a purchase price of USD $17.82 per share, or an aggregate of USD $62.1 million (SEK 432 755 449,59) pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”).  Karenslyst financed the purchase of such shares by issuing a promissory note in the principal amount of SEK 432 755 449,59 (USD $62.1 million) payable to the order of KCH (the “Note”).  A copy of the Share Purchase Agreement is attached to this Schedule 13D as Exhibit 99.2 and is incorporated herein by this reference.  A copy of the Note is attached to this Schedule 13D as Exhibit 99.3 and is incorporated herein by this reference.

Item 4.

Purpose of Transaction.

Karenslyst purchased the 3,485,292 ordinary shares of Tornier from KCH for investment purposes.

Except as otherwise provided in this Item 4 and other than as to matters that Mr. Tornier as a director of Tornier may consider and discuss with other Tornier board members and officers from time to time, the Reporting Persons are not aware of any present plans or proposals, which relate to or would result in:

·      the acquisition by any person of additional securities of Tornier or the disposition of securities of Tornier;

·      an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Tornier or any of its subsidiaries;

·      a sale or transfer of a material amount of assets of Tornier or any of its subsidiaries;

·      any change in the present board of directors or management of Tornier, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

·      any material changes in the present capitalization or dividend policy of Tornier;

·      any other material changes in Tornier’s business or corporate structure;

·      changes in Tornier’s articles of association or instruments corresponding thereto or other actions, which may impede the acquisition of control of Tornier by any person;

·      causing a class of securities of Tornier to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

·      a class of equity securities of Tornier becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

·      any action similar to any of those listed above.

Item 5.

Interest in Securities of the Issuer.

(i)

Sole power to vote or to direct the vote

3,485,292

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

3,485,292

(iv)

Shared power to dispose or to direct the disposition of

0

(i)

Sole power to vote or to direct the vote

3,953,801

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

3,953,801

(iv)

Shared power to dispose or to direct the disposition of

0

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On November 28, 2011, Karenslyst purchased 3,485,292 ordinary shares of Tornier from KCH for a purchase price of USD $17.82 per share, or an aggregate of USD $62.1 million (SEK 432 755 449,59) pursuant to a Share Purchase Agreement.  Karenslyst financed the purchase of such shares by issuing a promissory note in the principal amount of SEK 432 755 449,59 (USD $62.1 million) payable to the order of KCH.  A copy of the Share Purchase Agreement is attached to this Schedule 13D as Exhibit 99.2 and is incorporated herein by this reference.  A copy of the Note is attached to this Schedule 13D as Exhibit 99.3 and is incorporated herein by this reference.

Mr. Tornier and KCH are parties to that certain Securityholders’ Agreement dated July 18, 2006 by and among the parties listed on Schedule I thereto, as amended on August 27, 2010.  A copy of the Securityholders’ Agreement is attached to this Schedule 13D as Exhibit 99.4 and is incorporated herein by this reference.  A copy of the amendment to the Securityholders’ Agreement is attached to this Schedule 13D as Exhibit 99.5 and is incorporated herein by this reference.

As a non-executive director of Tornier, Mr. Tornier receives stock options and restricted stock units on an annual basis in consideration for his services as a director.  In addition, Mr. Tornier has elected to receive all of his annual cash retainers from Tornier in the form of restricted stock units.  Accordingly, Mr. Tornier holds a stock option to purchase 7,800 ordinary shares of Tornier common stock at an exercise price of USD $25.20 per share, which stock option vests or becomes exercisable in three annual installments, on the one-year, two-year and three-year anniversaries of May 12, 2011 and expires on May 12, 2021, and restricted stock units representing an aggregate of 4,044 ordinary shares of Tornier, which restricted stock units vest or become issuable on an annual basis or a quarterly basis.  A copy of the form of option certificate and a copy of the form of stock grant certificate representing such stock options and restricted stock units are attached to this Schedule 13D as Exhibit 99.6 and Exhibit 99.7, respectively, and are incorporated herein by this reference.

Except as described herein, there are no other contracts, arrangements, understandings or relationships between any of the Reporting Persons and any other person with respect to any securities of Tornier.

Item 7.

Material to be Filed as Exhibits.

Exhibit

Description

99.1

Joint Filing Agreement, dated December 8, 2011 by and among the Reporting Persons (filed herewith).

99.2

Share Purchase Agreement, dated November 28, 2011, by and between KCH Stockholm AB and Karenslyst Årgang 2011 XXXVII AS (filed herewith).

99.3

Promissory Note, dated November 28, 2011, by Karenslyst Årgang 2011 XXXVII AS made payable to KCH Stockholm AB (filed herewith).

99.4

Securityholders’ Agreement, dated July 18, 2006, by and among the parties listed on Schedule I thereto, KCH Stockholm AB, Alain Tornier, Warburg Pincus (Bermuda) Private Equity IX, L.P., TMG B.V. (predecessor to Tornier B.V.) (incorporated by reference to Exhibit 10.28 to Tornier’s Amendment No. 3 to Registration Statement on Form S-1 (Reg. No. 333-167370)).

99.5

Amendment to the Securityholders’ Agreement, dated August 27, 2010, by and among the securityholders on Schedule I thereto and Tornier B.V. (predecessor to Tornier N.V.) (incorporated by reference to Exhibit 10.37 to Tornier’s Amendment No. 3 to Registration Statement on Form S-1 (Reg. No. 333-167370)).

99.6

Form of Option Certificate Representing Option Grant Under the Tornier N.V. 2010 Incentive Plan (incorporated by reference to Exhibit 10.3 to Tornier’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2011) (File No. 001-35065).

99.7

Form of Stock Grant Certificate Representing Stock Grant Under the Tornier N.V. 2010 Incentive Plan (incorporated by reference to Exhibit 10.4 to Tornier’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2011) (File No. 001-35065).

Date:

December 8, 2011.

/s/ Alain Tornier

Alain Tornier

KARENSLYST ÅRGANG 2011 XXXVII AS

By:

/s/ Knut Solvang

Knut Solvang

Its:

Director

KCH STOCKHOLM AB

By:

/s/ Carl-Henry Salomonsson

Carl-Henry Salomonsson

Its:

Director

Name/Present Principal
Occupation or Employment

Business Address

Country of
Citizenship

Knut Solvang, director

Furulundsveien 1d

Oslo Norway 0282

Norway

Name/Present Principal
Occupation or Employment

Business Address

Country of
Citizenship

Carl-Henry Salomonsson, director

Floragatan 8

S-662 33

Amal Sweden

Sweden

Hans Peter Jörin, director

Hofstrasse 56 c

Zug Switzerland 6300

Switzerland

Exhibit
No.

Description

Method of Filing

99.1

Joint Filing Agreement, dated December 8, 2011 by and among the Reporting Persons

Filed herewith

99.2

Share Purchase Agreement, dated November 28, 2011, by and between KCH Stockholm AB and Karenslyst Årgang 2011 XXXVII AS

Filed herewith

99.3

Promissory Note, dated November 28, 2011 by Karenslyst Årgang 2011 XXXVII AS made payable to KCH Stockholm AB

Filed herewith

99.4

Securityholders’ Agreement, dated July 18, 2006, by and among the parties listed on Schedule I thereto, KCH Stockholm AB, Alain Tornier, Warburg Pincus (Bermuda) Private Equity IX, L.P., TMG B.V. (predecessor to Tornier B.V.)

Incorporated by reference to Exhibit 10.28 to Tornier’s Amendment No. 3 to Registration Statement on Form S-1

(Reg. No. 333-167370)

99.5

Amendment to the Securityholders’ Agreement, dated August 27, 2010, by and among the securityholders on Schedule I thereto and Tornier B.V. (predecessor to Tornier N.V.)

Incorporated by reference to Exhibit 10.37 to Tornier’s Amendment No. 3 to Registration Statement on Form S-1

(Reg. No. 333-167370)

99.6

Form of Option Certificate Representing Option Grant Under the Tornier N.V. 2010 Incentive Plan

Incorporated by reference to Exhibit 10.3 to Tornier’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2011

(File No. 001-35065)

99.7

Form of Stock Grant Certificate Representing Stock Grant Under the Tornier N.V. 2010 Incentive Plan

Incorporated by reference to Exhibit 10.4 to Tornier’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2011

(File No. 001-35065)

Dated:

December 8, 2011.

/s/ Alain Tornier

Alain Tornier

KARENSLYST ÅRGANG 2011 XXXVII AS

By:

/s/ Knut Solvang

Knut Solvang

Its:

Director

KCH STOCKHOLM AB

By:

/s/ Carl-Henry Salomonsson

Carl-Henry Salomonsson

Its:

Director

BACKGROUND

3

DEFINITIONS

3

1.

SALE AND PURCHASE

3

2.

PURCHASE PRICE

3

3.

CLOSING

4

4.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

4

5.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

4

6.

MISCELLANEOUS

5

7.

GOVERNING LAW

6

8.

ARBITRATION

6

SELLER:

/s/ Carl-Henry Salomonsson

Name:

PURCHASER:

/s/ Knut Solvang

Name:

CALCULATION OF PURCHASE PRICE IN SEK

Number of shares

3 485 292

Closing price*

17,82

Exchange rate**

6,9678

TOTAL PURCHASE PRICE in SEK

432

755 449,59

Creditor:

KCH Stockholm AB (reg.no 556702-1885)

Debtor:

Karenslyst Årgang 2011 XXXVII AS, (org. nr. 997 403 681).

Principal:

432 755 449,59 SEK

Interest:

According to the arm’s length principle.

Due date:

The Debtor shall repay the Principal and accrued Interest annually or in full on the                                       .

The Principal and accrued Interest will become immediately due and payable if the Creditor would enter into bankruptcy, corporate reorganization proceedings, suspend its payments or otherwise be deemed to be insolvent.

Prepayment:

The Debtor may prepay the whole or any part of the Principal and/or accrued Interest.

Delay:

Interest on overdue payment will be charged in accordance with law (i.e. the reference rate (Sw. Referensräntan) applied by the Central Bank of Sweden plus eight (8) percentage units).

Miscellaneous:

The Creditor may set-off payments due to Debtor against corresponding credits for the claims under this Promissory Note.

Governing law:

This Promissory Note shall be governed by and construed in accordance with the substantive laws of Sweden without regard to its conflict of laws principles.

Disputes:

Any dispute controversy or claim arising out of or in connection with this Promissory Note, or the breach, termination or invalidity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of Arbitration will be Stockholm, Sweden and Arbitral proceeding shall be conducted in the English language.

KCH Stockholm AB

Karenslyst Årgang 2011 XXXVII AS

/s/ Karl-Henry Salomonsson

/s/ Knut Solvang