0001235802-19-000006.txt : 20190107 0001235802-19-000006.hdr.sgml : 20190107 20190107164506 ACCESSION NUMBER: 0001235802-19-000006 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190101 FILED AS OF DATE: 20190107 DATE AS OF CHANGE: 20190107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wallace Steven P. CENTRAL INDEX KEY: 0001763512 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35065 FILM NUMBER: 19513814 MAIL ADDRESS: STREET 1: 1023 CHERRY ROAD CITY: MEMPHIS STATE: TN ZIP: 38117 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: 1230 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 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2019-01-01 0 0001492658 Wright Medical Group N.V. WMGI 0001763512 Wallace Steven P. 1023 CHERRY ROAD MEMPHIS TN 38117 0 1 0 0 President, International Ordinary Shares, par value EUR 0.03 per share 11233 D Stock Option (right to buy) 26.81 2027-02-16 Ordinary Shares 11116 D Stock Option (right to buy) 27.86 2027-07-25 Ordinary Shares 9287 D Stock Option (right to buy) 24.49 2028-07-24 Ordinary Shares 12536 D Includes 2,579 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 7,245 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. This option vested with respect to 25% of the shares on February 16, 2018 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. This option vested with respect to 25% of the shares on July 25, 2018 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. This option vests with respect to 25% of the shares on July 24, 2019 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. /s/ Marija Nelson, attorney-in-fact 2019-01-07 EX-24 2 poa-wallace.txt POWER OF ATTORNEY POWER OF ATTORNEY The undersigned hereby constitutes and appoints Robert J. Palmisano, Lance A. Berry, James A. Lightman, Clay Bethell and Marija S. Nelson, and each of them signing singly, and with full power of substitution, to be the undersigned's true and lawful attorney-in-fact to: 1. Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or any rule or regulation of the SEC; and 2. Execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer or director of Wright Medical Group N.V., any Form 144 in accordance with Rule 144 under the Securities Act of 1933, as amended, any Form 3, Form 4 or Form 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and any notification form for financial instrument transactions in one's own issuing institution pursuant to Section 5:60 of the Dutch Financial Supervision Act (Wft), and the rules and regulations adopted thereunder; and 3. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 144, Form 3, Form 4 or Form 5 or notification form for financial instrument transactions in one's own issuing institution pursuant to Section 5:60 of the Dutch Financial Supervision Act (Wft), complete and execute any amendment or amendments thereto, and timely file such form with the SEC, the Dutch Authority for the Financial Markets and any stock exchange or similar authority; and 4. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney- in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned hereby acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Wright Medical Group N.V. assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, or Form 144 of the Securities Act of 1933, as amended, Section 5:60 of the Dutch Financial Supervision Act (Wft) and any similar law, rule or regulation. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 144s, Form 3s, Form 4s, Form 5s or notification forms for financial instrument transactions in one's own issuing institution pursuant to Section 5:60 of the Dutch Financial Supervision Act (Wft), with respect to the undersigned's holdings of and transactions in securities issued by Wright Medical Group N.V., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed effective as of this 1st day of January 2019. /s/ Steven P. Wallace Steven P. Wallace