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Filing Details

Accession Number:: 0001104659-13-042863
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-17 16:18:00
Reporting Period:: 2013-05-15

Filing Date:: 2013-05-17
Accepted Time:: 2013-05-17 16:18:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1492658	Tornier N.v.	TRNX	Orthopedic, Prosthetic & Surgical Appliances & Supplies (3842)	980509600

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1239312	Sean Carney	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Ordinary Shares, Par Value Eur 0.03 Per Share	Disposition	2013-05-15	2,645,000	$15.34	15,846,809	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Ordinary Shares, Par Value Eur 0.03 Per Share	13,542	Direct

Footnotes

Represents a public offering price of $16.15 per Ordinary Share less underwriting discounts of $0.8075 per Ordinary Share pursuant to an Underwriting Agreement dated May 9, 2013.
Consists of 15,846,809 ordinary shares ("Shares") held by TMG Holdings Cooperatief U.A., a Dutch cooperatief ("TMG"). TMG is wholly owned by Warburg Pincus (Bermuda) Private Equity IX, L.P., a Bermuda limited partnership ("WP Bermuda IX") and WP (Bermuda) IX PE One Ltd., a Bermuda company ("WPIX PE One"). The general partner of WP Bermuda IX is Warburg Pincus (Bermuda) Private Equity Ltd., a Bermuda exempted company ("WP Bermuda Ltd."). WP Bermuda IX is managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC" and, together with WP Bermuda IX, WPIX PE One and WP Bermuda Ltd., the "Warburg Pincus Entities").
Charles R. Kaye and Joseph P. Landy are the Managing General Partners of Warburg Pincus & Co., a New York general partnership ("WP"), and Managing Members and Co-Presidents of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of the Warburg Pincus Entities and Mr. Charles R. Kaye and Mr. Joseph P. Landy (collectively, the "Warburg Pincus Reporting Persons") has shared voting and investment control of all of the Shares referenced above. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Warburg Pincus Reporting Persons may be deemed to be the beneficial owners of the Shares referenced above. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of all of the Shares referenced above except to the extent of any indirect pecuniary interest therein.
Mr. Carney is a Partner of WP and a Member and a Managing Director of WP LLC. All Shares indicated as owned by Mr. Carney are included because of his affiliation with the Warburg Pincus Entities. Mr. Carney disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by the Warburg Pincus Entities, except to the extent of any pecuniary interest therein. This Form 4 shall not be deemed an admission that Mr. Carney or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Exchange Act or for any other purpose.
Consists of 5,234 Shares that will be issued over time upon vesting pursuant to restricted stock units granted under the Tornier N.V. 2010 Incentive Plan, as amended.