Statement of Changes in Beneficial Ownership (4)
November 22 2019 - 4:09PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Cordell Kevin D |
2. Issuer Name and Ticker or Trading Symbol
Wright Medical Group N.V.
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WMGI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chief Global Comm Officer |
(Last)
(First)
(Middle)
1023 CHERRY ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/21/2019 |
(Street)
MEMPHIS, TN 38117
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares, par value EUR 0.03 per share | 11/21/2019 | | M(1) | | 67142 | A | $20.62 | 140955 (2) | D | |
Ordinary Shares, par value EUR 0.03 per share | 11/21/2019 | | M(1) | | 48707 | A | $21.24 | 189662 (2) | D | |
Ordinary Shares, par value EUR 0.03 per share | 11/21/2019 | | M(1) | | 16585 | A | $27.86 | 206247 (2) | D | |
Ordinary Shares, par value EUR 0.03 per share | 11/21/2019 | | M(1) | | 9066 | A | $24.49 | 215313 (2) | D | |
Ordinary Shares, par value EUR 0.03 per share | 11/21/2019 | | S(1) | | 141500 | D | $29.5012 (3) | 73813 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (right to buy) | $20.62 | 11/21/2019 | | M (1) | | | 67142 | (4) | 10/13/2025 | Ordinary Shares | 67142 | $0 | 0 | D | |
Stock Option (right to buy) | $21.24 | 11/21/2019 | | M (1) | | | 48707 | (5) | 7/19/2026 | Ordinary Shares | 48707 | $0 | 9808 | D | |
Stock Option (right to buy) | $27.86 | 11/21/2019 | | M (1) | | | 16585 | (6) | 7/25/2027 | Ordinary Shares | 16585 | $0 | 12926 | D | |
Stock Option (right to buy) | $24.49 | 11/21/2019 | | M (1) | | | 9066 | (7) | 7/24/2028 | Ordinary Shares | 9066 | $0 | 19957 | D | |
Explanation of Responses: |
(1) | Exercise and sale of vested stock options in connection with 280G tax planning. |
(2) | Includes 5,091 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, 13,111 shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Wright Medical Group N.V. 2017 Equity and Incentive Plan and 14,263 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 2017 Equity and Incentive Plan. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.50 to $29.52, inclusive. The reporting person undertakes to provide to Wright Medical Group N.V., any security holder of Wright Medical Group N.V., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4. |
(4) | This option has fully vested. |
(5) | This option vested with respect to 25% of the shares on July 19, 2017 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. |
(6) | 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. |
(7) | This option vested 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cordell Kevin D 1023 CHERRY ROAD MEMPHIS, TN 38117 |
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| EVP, Chief Global Comm Officer |
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Signatures
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/s/ Marija Nelson, attorney-in-fact | | 11/22/2019 |
**Signature of Reporting Person | Date |
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