Enovis CORP — Director's Dealing 2012

Jan 23, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Colfax CORP (CFX)
CIK: 0001420800
Period of Report: 2012-01-13

Reporting Person: BDT CAPITAL PARTNERS, LLC (10% Owner)
Reporting Person: BDTCP GP I, LLC (10% Owner)
Reporting Person: BDT CF ACQUISITION VEHICLE, LLC (10% Owner)
Reporting Person: BDTP GP, LLC (10% Owner)
Reporting Person: Trott Byron D (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14756945	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Perpetual Convertible Preferred Stock	$27.93		Common Stock (12173291)		Indirect

Footnotes

F1: At the closing (the "Closing") of the transactions contemplated by that certain Securities Purchase Agreement, dated as of September 12, 2011, by and between BDT CF Acquisition Vehicle, LLC (the "Investor"), Colfax Corporation (the "Company"), and the other parties thereto (as filed as Exhibit 99.2 to the Company's Current Report on Form 8-K filed on September 15, 2011), the Investor will acquire 14,756,945 shares (the "Purchased Common Shares") of the Company's common stock, par value $0.001 per share ("Common Stock") and 13,877,552 shares (the "Purchased Preferred Shares") of the Company's Series A Perpetual Convertible Preferred Stock, par value $0.001 per share, which are initially convertible into 12,173,291 shares (the "Underlying Shares") of the Company's Common Stock.

F2: (Footnote 1 contd.) All conditions to the Closing, other than those that may be waived in the Investor's sole discretion, have been satisfied as of January 13, 2012, the date on which the High Court of Jersey approved the "Scheme of Arrangement" relating to the Company's previously announced acquisition of Charter International plc. As a result of such satisfaction of all conditions precedent to the Closing, other than those the satisfaction of which may be waived in the Investor's sole discretion, the Investor has the right, subject to no material contingencies, to acquire the Purchased Common Shares, the Purchased Preferred Shares, and the Underlying Shares within sixty (60) days of January 13, 2012.

F3: The Purchased Preferred Shares will be convertible into shares of Common Stock at any time after the Closing.

F4: The Purchased Preferred Shares may be converted into shares of Common Stock at any time and do not expire.