Enovis CORP — Director's Dealing 2014

Aug 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Colfax CORP (CFX)
CIK: 0001420800
Period of Report: 2014-08-28

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)
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
2014-08-28	Common Stock	J	2819549	—	Disposed	13434855	Indirect

Footnotes

F1: This Form 4 is filed solely to report the distribution (the "Distribution") by BDT CF Acquisition Vehicle, LLC (the "Investor") to its members of 50% the shares of Common Stock (the "Common Stock") of Colfax Corporation (the "Company") acquired by the Investor upon the conversion of all of the Investor's 13,877,552 shares of Series A Perpetual Convertible Preferred Stock of the Company into 12,173,291 shares of Common Stock on February 12, 2014. The Distribution was required pursuant to the terms of the Investor's Operating Agreement. 3,267,096 of the shares of Common Stock were distributed to investment funds managed by BDTCP GP I, LLC ("BDTCP GP"), and 134,264 of the shares of Common Stock were distributed to an employee investment vehicle (the "BDT Investment Vehicle") controlled by BDTP GP, LLC ("BDTP"). 2,685,285 of the shares of Common Stock were distributed to the Investor's other members.

F2: Does not include the 301,890 shares of Common Stock owned by the BDT Investment Vehicle following the Distribution, as described in Footnote 4.

F3: This Form 4 is jointly filed by (i) BDT Capital Partners, LLC ("BDT CP"), (ii) BDTCP GP, (iii) the Investor, (iv) Byron D. Trott, and (v) 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, which is the manager of the Investor. Following the Distribution, the Investor beneficially owns 6,088,857 shares of Common Stock, and certain investment funds controlled by BDTCP GP beneficially own, in the aggregate, 7,345,998 shares of Common Stock. Each of Mr. Trott, BDTP, BDT CP and BDTCP GP, by virtue of his or its direct or indirect control of the Investor and the BDT Investment Funds, may be deemed to beneficially own the securities held by the Investor and the BDT Investment Funds.

F4: Following the Distribution, the BDT Investment Vehicle owns 301,890 shares of Common Stock. Each of BDTP and Mr. Trott, by virtue of its or his direct or indirect control of the BDT Investment Vehicle, may be deemed to beneficially own the securities held by the BDT Investment Vehicle. 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.