Enovis CORP — Director's Dealing 2019

Jan 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Colfax CORP (CFX)
CIK: 0001420800
Period of Report: 2019-01-11

Reporting Person: RALES MITCHELL P (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-07	Common Stock, par value $.001	G	40180	$0.00	Disposed	10281181	Direct
2018-06-08	Common Stock, par value $.001	G	11073	$0.00	Disposed	10270108	Direct
2018-08-24	Common Stock, par value $.001	G	2942	$0.00	Disposed	10267166	Direct
2018-10-29	Common Stock, par value $.001	G	4297	$0.00	Disposed	10262869	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-11	Tangible Equity Units (Right to Buy)	$	P	400000	Acquired		Common Stock (1440000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $.001	854750	Indirect
Common Stock, par value $.001	19388	Indirect
Common Stock, par value $.001	4200	Indirect
Common Stock, par value $.001	11500	Indirect
Common Stock, par value $.001	28000	Indirect

Footnotes

F1: The reporting person is a trustee of the Mitchell P. Rales Family Trust.

F2: These shares are held by an entity of which Mitchell P. Rales and Steven M. Rales are the sole stockholders. The reporting person disclaims beneficial ownership of these securities to the extent that they are beneficially owned by Steven M. Rales.

F3: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Neither this filing nor anything contained herein shall be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 13 of the Securities Exchange Act of 1934 or otherwise.

F4: In connection with the Issuer's offering of Tangible Equity Units ("TEUs"), the reporting person acquired 400,000 TEUs. Each TEU is comprised of (i) a prepaid stock purchase contract and (ii) a senior amortizing note due January 15, 2022. The prepaid stock purchase contract, which may be settled at any time by the holder, provides the holder the right to acquire shares of the Issuer's common stock. If a prepaid stock purchase contract is settled on or prior to January 15, 2020, the holder will receive 3.6 shares of common stock per contract. If a prepaid stock purchase contract is settled after January 15, 2020 but on or prior to January 15, 2021, the holder will receive 3.8 shares of common stock per contract. If a prepaid stock purchase contract is settled after January 15, 2021 but on or prior to the second trading day prior to January 15, 2022, the holder will receive 4 shares of common stock per contract.

F5: Each prepaid stock purchase contract may be settled at any time by the holder and in some circumstances may be redeemed by the Issuer. If not earlier settled or redeemed, on January 15, 2022 the prepaid stock purchase contracts will be settled automatically and each holder will receive not less than 4 shares of common stock per contract and not more than 4.8054 shares of common stock per contract, based on the applicable settlement rate and applicable market value of the common stock at settlement.

F6: The number of shares of common stock underlying the reporting person's TEUs is based on the amount that may be acquired if the prepaid stock purchase contracts were settled prior to January 15, 2020. The actual number of shares the reporting person may acquire will depend on when the prepaid stock purchase contracts are settled.