Amended Statement of Ownership (sc 13g/a)
February 13 2015 - 4:02PM
Edgar (US Regulatory)
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No.4)*
Wright Medical Group, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
Per Share
(Title of Class of Securities)
98235T107
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
(Page 1 of 14 Pages)
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. 98235T107 |
13G |
Page 2
of 14 Pages |
(1) |
NAMES OF REPORTING PERSONS
HealthCor Management, L.P. |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER
0 |
(6) |
SHARED VOTING POWER
0 |
(7) |
SOLE DISPOSITIVE POWER
0 |
(8) |
SHARED DISPOSITIVE POWER
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0 |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES(see instructions) ¨ |
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00% |
(12) |
TYPE OF REPORTING PERSON (see instructions)
PN |
CUSIP No. 98235T107 |
13G |
Page 3
of 14 Pages |
(1) |
NAMES OF REPORTING PERSONS
HealthCor Associates, LLC |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER
0 |
(6) |
SHARED VOTING POWER
0 |
(7) |
SOLE DISPOSITIVE POWER
0 |
(8) |
SHARED DISPOSITIVE POWER
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0 |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES(see instructions) ¨ |
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00% |
(12) |
TYPE OF REPORTING PERSON (see instructions)
OO - limited liability company |
CUSIP No. 98235T107 |
13G |
Page 4
of 14 Pages |
(1) |
NAMES OF REPORTING PERSONS
HealthCor Offshore Master Fund, L.P. |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER
0 |
(6) |
SHARED VOTING POWER
0 |
(7) |
SOLE DISPOSITIVE POWER
0 |
(8) |
SHARED DISPOSITIVE POWER
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0 |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES(see instructions) ¨ |
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00% |
(12) |
TYPE OF REPORTING PERSON (see instructions)
PN |
CUSIP No. 98235T107 |
13G |
Page 5
of 14 Pages |
(1) |
NAMES OF REPORTING PERSONS
HealthCor Offshore GP, LLC |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER
0 |
(6) |
SHARED VOTING POWER
0 |
(7) |
SOLE DISPOSITIVE POWER
0 |
(8) |
SHARED DISPOSITIVE POWER
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0 |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES(see instructions) ¨ |
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00% |
(12) |
TYPE OF REPORTING PERSON (see instructions)
OO – limited liability company |
CUSIP No. 98235T107 |
13G |
Page 6
of 14 Pages |
(1) |
NAMES OF REPORTING PERSONS
HealthCor Group, LLC |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER
0 |
(6) |
SHARED VOTING POWER
0 |
(7) |
SOLE DISPOSITIVE POWER
0 |
(8) |
SHARED DISPOSITIVE POWER
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0 |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES(see instructions) ¨ |
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00% |
(12) |
TYPE OF REPORTING PERSON (see instructions)
OO – limited liability company |
CUSIP No. 98235T107 |
13G |
Page 7
of 14 Pages |
(1) |
NAMES OF REPORTING PERSONS
Arthur Cohen |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER
0 |
(6) |
SHARED VOTING POWER
0 |
(7) |
SOLE DISPOSITIVE POWER
0 |
(8) |
SHARED DISPOSITIVE POWER
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0 |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES(see instructions) ¨ |
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00% |
(12) |
TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. 98235T107 |
13G |
Page 8
of 14 Pages |
(1) |
NAMES OF REPORTING PERSONS
Joseph Healey |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER
0 |
(6) |
SHARED VOTING POWER
0 |
(7) |
SOLE DISPOSITIVE POWER
0 |
(8) |
SHARED DISPOSITIVE POWER
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0 |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES(see instructions) ¨ |
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00% |
(12) |
TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. 98235T107 |
13G |
Page 9
of 14 Pages |
(1) |
NAMES OF REPORTING PERSONS
HealthCor Long Offshore Master Fund, L.P. |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER
0 |
(6) |
SHARED VOTING POWER
0 |
(7) |
SOLE DISPOSITIVE POWER
0 |
(8) |
SHARED DISPOSITIVE POWER
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0 |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES(see instructions) ¨ |
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00% |
(12) |
TYPE OF REPORTING PERSON (see instructions)
PN |
CUSIP No. 98235T107 |
13G |
Page 10
of 14 Pages |
(1) |
NAMES OF REPORTING PERSONS
HealthCor Long Master GP, LLC |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) x
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE VOTING POWER
0 |
(6) |
SHARED VOTING POWER
0 |
(7) |
SOLE DISPOSITIVE POWER
0 |
(8) |
SHARED DISPOSITIVE POWER
0 |
(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
0 |
(10) |
CHECK BOX IF THE AGGREGATE AMOUNT
IN
ROW (9) EXCLUDES CERTAIN SHARES(see instructions) ¨ |
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.00% |
(12) |
TYPE OF REPORTING PERSON (see instructions)
OO - limited liability company |
CUSIP No. 98235T107 |
13G |
Page 11
of 14 Pages |
Item 1(a). |
Name of Issuer: |
|
Wright Medical Group, Inc. |
|
|
Item 1(b). |
Address of Issuer's Principal Executive Offices: |
|
1023 Cherry Road, Memphis, Tennessee 38117 |
|
|
Item 2(a, b, c). |
Name of Person Filing: |
|
|
|
(i) HealthCor Management, L.P., a Delaware limited partnership, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor,
New York, New York 10019; |
|
|
|
(ii) HealthCor Associates, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd
Floor, New York, New York 10019; |
|
|
|
(iii) HealthCor Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower, 152 West 57th Street,
43rd Floor, New York, New York 10019; |
|
|
|
(iv) HealthCor Offshore GP, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd
Floor, New York, New York 10019; |
|
|
|
(v) HealthCor Group, LLC, a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor,
New York, New York 10019; |
|
|
|
(vi) Joseph Healey, Carnegie Hall Tower, 152 West 57th Street, 43rd Floor, New York, New York 10019; |
|
|
|
(vii) Arthur Cohen, 12 South Main Street, #203 Norwalk, CT 06854; |
|
|
|
(viii) HealthCor Long Offshore Master Fund, L.P., a Cayman Islands limited partnership, Carnegie Hall Tower,
152 West 57th Street, 43rd Floor, New York, New York 10019; and |
|
|
|
(ix) HealthCor Long Master GP, LLC., a Delaware limited liability company, Carnegie Hall Tower, 152 West 57th Street,
43rd Floor, New York, New York 10019. |
|
|
|
Both Mr. Healey and Mr. Cohen are United States citizens. |
|
|
|
The persons at (i) through (ix) above are collectively referred to herein as the "Reporting Persons". |
CUSIP No. 98235T107 |
13G |
Page 12
of 14 Pages |
Item 2(d). |
Title of Class of Securities: Common Stock, $.01 Par Value Per Share(the "Common Stock") |
|
|
Item 2(e). |
CUSIP Number: 98235T107 |
|
|
Item 3. |
Not applicable. |
|
|
Item 4. |
Ownership. |
|
|
|
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto
and is incorporated herein by reference for each such Reporting Person. |
|
|
Item 5. |
Ownership of Five Percent or Less of a Class: |
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the following x. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
|
Not Applicable |
|
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company. |
|
Not Applicable |
|
|
Item 8. |
Identification and Classification of Members of the Group. |
|
See Exhibit I. |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
Not Applicable |
|
|
Item 10. |
Certification. |
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Exhibits:
Exhibit I: Joint Acquisition Statement, dated as of February
13, 2015.
CUSIP No. 98235T107 |
13G |
Page 13
of 14 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: February 13, 2015
HEALTHCOR MANAGEMENT, L.P.
By: HealthCor Associates, LLC, its general partner |
|
By: /s/ Anabelle Perez Gray |
Name: Anabelle Perez Gray |
Title: General Counsel |
HEALTHCOR OFFSHORE GP, LLC, for itself and as general
partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
By: HealthCor Group, LLC, its general partner |
|
By: /s/ Anabelle Perez Gray |
Name: Anabelle Perez Gray |
Title: General Counsel |
CUSIP No. 98235T107 |
13G |
Page 14
of 14 Pages |
HEALTHCOR LONG MASTER GP, LLC, for itself and as general
partner of behalf of HEALTHCOR LONG OFFSHORE MASTER FUND, L.P.
By: HealthCor Group, LLC, its general partner |
|
By: /s/ Anabelle Perez Gray |
Name: Anabelle Perez Gray |
Title: General Counsel |
HEALTHCOR ASSOCIATES, LLC
By: /s/ Anabelle Perez Gray |
Name: Anabelle Perez Gray |
Title: General Counsel |
HEALTHCOR GROUP, LLC
By: /s/ Anabelle Perez Gray |
Name: Anabelle Perez Gray |
Title: General Counsel |
JOSEPH HEALEY, Individually
ARTHUR COHEN, Individually
EXHIBIT 1
JOINT ACQUISITION STATEMENT PURSUANT TO
RULE 13d-1(k)
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this
statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for
the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: February
13, 2015
HEALTHCOR MANAGEMENT, L.P.
By: HealthCor Associates, LLC, its general partner |
|
By: /s/ Anabelle Perez Gray |
Name: Anabelle Perez Gray |
Title: General Counsel |
HEALTHCOR OFFSHORE GP, LLC, for itself and as general
partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
By: HealthCor Group, LLC, its general partner |
|
By: /s/ Anabelle Perez Gray |
Name: Anabelle Perez Gray |
Title: General Counsel |
HEALTHCOR LONG MASTER GP, LLC, for itself and as general
partner of behalf of HEALTHCOR LONG OFFSHORE MASTER FUND, L.P.
By: HealthCor Group, LLC, its general partner |
|
By: /s/ Anabelle Perez Gray |
Name: Anabelle Perez Gray |
Title: General Counsel |
HEALTHCOR ASSOCIATES, LLC
By: /s/ Anabelle Perez Gray |
Name: Anabelle Perez Gray |
Title: General Counsel |
HEALTHCOR GROUP, LLC
By: /s/ Anabelle Perez Gray |
Name: Anabelle Perez Gray |
Title: General Counsel |
JOSEPH HEALEY, Individually
ARTHUR COHEN, Individually
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