WMGI Wright Medical Group NV

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. N87237 108 

13G

1

Name of Reporting Person
TMG Holdings Coöperatief U.A.

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
The Netherlands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power(1)
6,221,809

7

Sole Dispositive Power
0

8

Shared Dispositive Power
6,221,809

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,809

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A

11

Percent of Class Represented by Amount in Row 9(2)
6.1%

12

Type of Reporting Person
OO

CUSIP No. N87237 108 

13G

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Warburg Pincus (Bermuda) Private Equity IX, L.P.

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Bermuda

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power(1)
6,221,809

7

Sole Dispositive Power
0

8

Shared Dispositive Power
6,221,809

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,809

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A

11

Percent of Class Represented by Amount in Row 9(2)
6.1%

12

Type of Reporting Person
PN

CUSIP No. N87237 108 

13G

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

WP (Bermuda) IX PE One Ltd.

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Bermuda

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power(1)
6,221,809

7

Sole Dispositive Power
0

8

Shared Dispositive Power
6,221,809

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,809

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A

11

Percent of Class Represented by Amount in Row 9(2)
6.1%

12

Type of Reporting Person
OO

CUSIP No. N87237 108 

13G

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Warburg Pincus (Bermuda) Private Equity Ltd.

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Bermuda

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power(1)
6,221,809

7

Sole Dispositive Power
0

8

Shared Dispositive Power
6,221,809

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,809

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A

11

Percent of Class Represented by Amount in Row 9(2)
6.1%

12

Type of Reporting Person
OO

CUSIP No. N87237 108 

13G

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Warburg Pincus LLC

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power(1)
6,221,809

7

Sole Dispositive Power
0

8

Shared Dispositive Power
6,221,809

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,809

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A

11

Percent of Class Represented by Amount in Row 9(2)
6.1%

12

Type of Reporting Person
OO

CUSIP No. N87237 108 

13G

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Charles R. Kaye

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

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(1)
6,221,809

7

Sole Dispositive Power
0

8

Shared Dispositive Power
6,221,809

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,809

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A

11

Percent of Class Represented by Amount in Row 9(2)
6.1%

12

Type of Reporting Person
IN

CUSIP No. N87237 108 

13G

1

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person

Joseph P. Landy

2

Check the Appropriate Box if a Member of a Group*

(a)

x

(b)

o

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(1)
6,221,809

7

Sole Dispositive Power
0

8

Shared Dispositive Power
6,221,809

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,221,809

10

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares*
N/A

11

Percent of Class Represented by Amount in Row 9(2)
6.1%

12

Type of Reporting Person
IN

Item 1(a):

Name of Issuer:
The name of the issuer is Wright Medical Group N.V., a company organized under the laws of the Netherlands (the “Company”).

Item 1(b):

Address of Issuer’s Principal Executive Offices:
The Company’s principal executive office is located at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands.

Item 2(a):

Name of Person Filing:
This Amendment No. 3 to Schedule 13G is filed by TMG Holdings Coöperatief U.A. (“TMG”), a Dutch coöperatief.  TMG is the direct record owner of 6,221,809 shares of Ordinary Shares (as defined below) of the Company.  TMG is wholly owned by Warburg Pincus (Bermuda) Private Equity IX, L.P. (“WP Bermuda IX”), a Bermuda limited partnership, and WP (Bermuda) IX PE One Ltd. (“WPIX PE One”), a Bermuda company.  The general partner of WP Bermuda IX and sole shareholder of WPIX PE One is Warburg Pincus (Bermuda) Private Equity Ltd. (“WP Bermuda Ltd.”), a Bermuda company.  WP Bermuda IX is managed by Warburg Pincus LLC, a New York limited liability company (“WP LLC,” and collectively 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 Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities.  Each of the Warburg Pincus Entities, Mr. Kaye and Mr. Landy (collectively, the “Warburg Pincus Reporting Persons”) has shared voting and investment control of all of the Ordinary 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 Ordinary Shares held by TMG.  Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of Ordinary Shares except to the extent of any indirect pecuniary interest therein. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person or any of its affiliates is the beneficial owner of any Ordinary Shares for purposes of Section 13(d) of the Exchange Act.

Item 2(b):

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of the Warburg Pincus Reporting Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.

Item 2(c):

Citizenship:
TMG is a Dutch coöperatief, WP Bermuda IX is a Bermuda limited partnership, WPIX PE One is a Bermuda company, WP Bermuda Ltd. is a Bermuda company and WP LLC is a New York limited liability company.  Mr. Kaye and Mr. Landy are United States citizens.

Item 2(d):

Title of Class of Securities:
Ordinary Shares, par value €0.03 (“Ordinary Shares”).

Item 2(e):

CUSIP Number:
N96617118

Item 3:

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

a.

o

Broker or dealer registered under section 15 of the Act,

b.

o

Bank as defined in section 3(a)(6) of the Act,

c.

o

Insurance company as defined in section 3(a)(19) of the Act,

d.

o

Investment company registered under section 8 of the Investment Company Act of 1940,

e.

o

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E),

f.

o

Employee benefit plan or endowment fund in accordance with 13d-1(b)(1)(ii)(F),

g.

o

Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),

h.

o

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act,

i.

o

Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940,

j.

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4:

Ownership:

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus 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 Warburg Pincus Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

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 or Control Person:

Not applicable.

Item 8:

Identification and Classification of Members of the Group:

The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act.  The joint filing agreement among the Warburg Pincus Reporting Persons to file this Amendment No. 3 to Schedule 13G jointly is attached to the Schedule 13G previously filed with the U. S. Securities and Exchange Commission by the Warburg Pincus Reporting Persons with respect to the Company on March 3, 2011.  Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of all of the shares of Ordinary Shares, except to the extent of any pecuniary interest therein.

Item 9:

Notice of Dissolution of Group:

Not applicable.

Item 10:

Certifications:

Not applicable.

Dated: November 25, 2015

TMG HOLDINGS COÖPERATIEF U.A.

/s/ G.F.X.M. Nieuwenhuizen

November 25, 2015

Name: G.F.X.M. Nieuwenhuizen

Date

Title: Managing Director A

/s/ Sean Carney

November 25, 2015

Name: Sean Carney

Date

Title: Managing Director A

WARBURG PINCUS (BERMUDA) PRIVATE EQUITY IX, L.P.

/s/ Steven G. Glenn

November 25, 2015

Name: Steven G. Glenn

Date

Title: Authorised Signatory

WP (BERMUDA) IX PE ONE LTD.

/s/ Tara E. O’Neill

November 25, 2015

Name: Tara E. O’Neill

Date

Title: Director

WARBURG PINCUS (BERMUDA) PRIVATE EQUITY LTD.

/s/ Steven G. Glenn

November 25, 2015

Name: Steven G. Glenn

Date

Title: Director

WARBURG PINCUS LLC

/s/ Robert B. Knauss

November 25, 2015

Name: Robert B. Knauss

Date

Title: Managing Director

/s/ Robert B. Knauss

November 25, 2015

Charles R. Kaye

Date

By: Robert B. Knauss, Attorney-in-Fact*

/s/ Robert B. Knauss

November 25, 2015

Joseph P. Landy

Date

By: Robert B. Knauss, Attorney-in-Fact*