0001235802-20-000127.txt : 20201113
0001235802-20-000127.hdr.sgml : 20201113
20201113155501
ACCESSION NUMBER: 0001235802-20-000127
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201111
FILED AS OF DATE: 20201113
DATE AS OF CHANGE: 20201113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MICLOT JOHN L
CENTRAL INDEX KEY: 0001186473
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35065
FILM NUMBER: 201311309
MAIL ADDRESS:
STREET 1: 5005 OLD ORCHARD LANE
CITY: GIBSONIA
STATE: PA
ZIP: 15044
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Wright Medical Group N.V.
CENTRAL INDEX KEY: 0001492658
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 980509600
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1227
BUSINESS ADDRESS:
STREET 1: PRINS BERNHARDPLEIN 200
CITY: AMSTERDAM
STATE: P7
ZIP: 1097JB
BUSINESS PHONE: 901-867-4317
MAIL ADDRESS:
STREET 1: 1023 CHERRY ROAD
CITY: MEMPHIS
STATE: TN
ZIP: 38117
FORMER COMPANY:
FORMER CONFORMED NAME: Tornier N.V.
DATE OF NAME CHANGE: 20110201
FORMER COMPANY:
FORMER CONFORMED NAME: Tornier B.V.
DATE OF NAME CHANGE: 20100524
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2020-11-11
1
0001492658
Wright Medical Group N.V.
WMGI
0001186473
MICLOT JOHN L
1023 CHERRY ROAD
MEMPHIS
TN
38117
1
0
0
0
Ordinary Shares, par value EUR 0.03 per share
2020-11-11
4
U
0
45131
30.75
D
0
D
Stock Option (right to buy)
27.84
2020-11-11
4
D
0
11691
D
2029-07-26
Ordinary Shares
11691
0
D
Stock Option (right to buy)
24.49
2020-11-11
4
D
0
9907
D
2028-07-24
Ordinary Shares
9907
0
D
Stock Option (right to buy)
27.86
2020-11-11
4
D
0
10275
D
2027-07-25
Ordinary Shares
10275
0
D
Stock Option (right to buy)
21.24
2020-11-11
4
D
0
11765
D
2026-07-19
Ordinary Shares
11765
0
D
Stock Option (right to buy)
20.62
2020-11-11
4
D
0
11018
D
2025-10-13
Ordinary Shares
11018
0
D
Stock Option (right to buy)
29.06
2020-11-11
4
D
0
10309
D
2024-05-13
Ordinary Shares
10309
0
D
Stock Option (right to buy)
23.93
2020-11-11
4
D
0
10309
D
2023-05-14
Ordinary Shares
10309
0
D
Stock Option (right to buy)
20.75
2020-11-11
4
D
0
10309
D
2022-05-09
Ordinary Shares
10309
0
D
Stock Option (right to buy)
15.04
2020-11-11
4
D
0
10309
D
2021-05-11
Ordinary Shares
10309
0
D
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 45,131 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).
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
2020-11-13