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Enovis CORP — Director's Dealing 2012
May 18, 2012
31808_dirs_2012-05-18_71f628c1-29d2-4841-b9bf-a9293583cd2f.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Colfax CORP (CFX)
CIK: 0001420800
Period of Report: 2012-05-16
Reporting Person: BDT CAPITAL PARTNERS, LLC (Director, 10% Owner)
Reporting Person: BDTCP GP I, LLC (Director, 10% Owner)
Reporting Person: BDT CF ACQUISITION VEHICLE, LLC (Director, 10% Owner)
Reporting Person: BDTP GP, LLC (Director, 10% Owner)
Reporting Person: Trott Byron D (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2012-05-16 | Common Stock | A | 1383 | — | Acquired | 6939 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2012-05-16 | Director Stock Option (right to buy) | $28.92 | A | 3458 | Acquired | 2019-05-15 | Common Stock, par value $.001 (3458) | Indirect |
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) | 12173291 | Indirect |
Footnotes
F1: The transactions reported on this Form 4 were the grant of restricted stock units and stock options to San W. Orr, III in connection with his service on the Board of Directors of Colfax Corp. (the "Issuer"). Mr. Orr is a Partner and the Chief Operating Officer of BDT CP. Mr. Orr was designated for election to the Issuer's Board of Directors pursuant to the Issuer's Amended and Restated Certificate of Incorporation, which provides the Investor the right, among other things, to exclusively nominate for election to the Board of Directors up to 2 of 11 directors based on the current beneficial ownership of the Investor. As a result, each of the Reporting Persons are (or may be deemed to be) directors by deputization.
F2: This Form 4 is jointly filed by (i) BDT Capital Partners, LLC ("BDT CP"), (ii) BDTCP GP I, LLC ("BDTCP GP I"), (iii) BDT CF Acquisition Vehicle, LLC (the "Investor"); (iv) Byron D. Trott, and (v) BDTP GP, LLC ("BDTP"). Mr. Trott is the sole member of BDTP, which is the managing member of BDT CP. BDT CP is the manager of BDTCP GP I, which is the manager of the Investor. Each of Mr. Trott, BDTP, BDT CP and BDTCP GP I, by virtue of his or its direct or indirect control of the Investor, may be deemed to beneficially own the securities reported as being held by the Investor. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interests therein. This Form 4 shall not be deemed to be an admission that any Reporting Person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3: The shares of Series A Perpetual Convertible Preferred Stock are convertible into shares of Common Stock at any time and do not expire.