0001235802-20-000128.txt : 20201113 0001235802-20-000128.hdr.sgml : 20201113 20201113161212 ACCESSION NUMBER: 0001235802-20-000128 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: WALLMAN RICHARD F CENTRAL INDEX KEY: 0001198092 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35065 FILM NUMBER: 201311616 MAIL ADDRESS: STREET 1: HONEYWELL STREET 2: 101 COLUMBIA ROAD CITY: MORRISTOWN STATE: NJ ZIP: 07962 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 0001198092 WALLMAN RICHARD F 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 12697 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) 25.2 2020-11-11 4 D 0 7800 D 2021-05-12 Ordinary Shares 7800 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11, 2020 (the Acceptance Time), the Purchaser accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer, including 12,697 Shares tendered by the reporting person, in exchange for a cash payment equal to $30.75 per Share, without interest and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