0001790300-20-000009.txt : 20201113 0001790300-20-000009.hdr.sgml : 20201113 20201113193140 ACCESSION NUMBER: 0001790300-20-000009 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201111 FILED AS OF DATE: 20201113 DATE AS OF CHANGE: 20201113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Kevin C. CENTRAL INDEX KEY: 0001734572 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35065 FILM NUMBER: 201313214 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: 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 0001734572 Smith Kevin C. 1023 CHERRY ROAD MEMPHIS TN 38117 0 1 0 0 SVP, Quality and Regulatory Ordinary Shares, par value EUR 0.03 per share 2020-11-11 4 U 0 9354 30.75 D 17701 D Ordinary Shares, par value EUR 0.03 per share 2020-11-11 4 D 0 10526 0 D 7175 D Ordinary Shares, par value EUR 0.03 per share 2020-11-11 4 D 0 7175 30.75 D 0 D Ordinary Shares, par value EUR 0.03 per share 2020-11-11 4 A 0 16768 0 A 16768 D Ordinary Shares, par value EUR 0.03 per share 2020-11-11 4 D 0 16768 30.75 D 0 D Stock Option (right to buy) 27.84 2020-11-11 4 D 0 12871 D 2029-07-26 Ordinary Shares 12871 0 D Stock Option (right to buy) 24.49 2020-11-11 4 D 0 11266 D 2028-07-24 Ordinary Shares 11266 0 D Stock Option (right to buy) 27.86 2020-11-11 4 D 0 12158 D 2027-07-25 Ordinary Shares 12158 0 D Stock Option (right to buy) 21.24 2020-11-11 4 D 0 16473 D 2026-07-19 Ordinary Shares 16473 0 D Stock Option (right to buy) 20.62 2020-11-11 4 D 0 12502 D 2025-10-13 Ordinary Shares 12502 0 D Stock Option (right to buy) 20.62 2020-11-11 4 D 0 12502 D 2025-10-13 Ordinary Shares 12502 0 D Stock Option (right to buy) 21.66 2020-11-11 4 D 0 9075 D 2024-08-12 Ordinary Shares 9075 0 D Stock Option (right to buy) 19.45 2020-11-11 4 D 0 11119 D 2023-08-09 Ordinary Shares 11119 0 D Stock Option (right to buy) 18.04 2020-11-11 4 D 0 5158 D 2022-08-10 Ordinary Shares 5158 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 as of the Acceptance Time, including 9,354 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). Includes 6,300 Shares issuable upon vesting of restricted stock units in respect of Shares (collectively, "Wright RSUs") and 11,401 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. 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. Includes 6,300 Shares issuable upon vesting of the Wright RSUs and 875 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. See Exhibit 99.1. 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. 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 EX-99.1 2 note.txt NOTE 5 EXHIBIT 99.1 In connection with the Offer, each Wright RSU, other than the 2020 RSUs, 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 RSU as of immediately prior to the Acceptance Time, without interest and less applicable withholding taxes. The 2020 RSUs vested pro rata based on the number of days elapsed between the grant date (July 23, 2020) and the Acceptance Time, and, at the Closing, the vested 2020 RSUs were cancelled in exchange for a cash payment equal to the product of (a) $30.75 multiplied by (b) the total number of vested Shares subject to such 2020 RSU as of immediately prior to the Acceptance Time, without interest and less applicable withholding taxes. The remaining 2020 RSUs that did not vest at the Acceptance Time were canceled and forfeited at the Closing for no Offer Consideration or other consideration. See Note (3) above.