1. Name and Address of Reporting Person*
| C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
ev3 Inc.
[EVVV] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | X | 10% Owner | | Officer (give title below) | | Other (specify below) | |
|
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2009 |
4. If Amendment, Date of Original Filed (Month/Day/Year)
| 6. Individual or Joint/Group Filing (Check Applicable Line)| X | Form filed by One Reporting Person | | Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code
(Instr. 8) | 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) | 7. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | Amount | (A) or (D) | Price |
|
Common Stock, par value $0.01 per share
| 08/03/2009 | | J | |
4,249,990
| D | $
0
|
27,151,570
|
I
|
See footnote
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
1. Title of Derivative Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date
(Month/Day/Year) | 7. Title and Amount of Underlying Securities
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) | 11. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| /s/ ELIZABETH H. WEATHERMAN | 08/04/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 99.1
EXPLANATION
OF RESPONSES
(1) Prior to the
transaction reported herein, Warburg, Pincus Equity Partners, L.P., a Delaware
limited partnership (together with two affiliated entities, WPEP), owned an
aggregate of 31,401,560 shares of the common stock, par value $0.01 per share (the Shares),
of ev3 Inc. (the Issuer). On August 3,
2009, WPEP distributed an aggregate of 4,249,990 Shares held by it to its
partners on a pro rata basis, with no consideration being paid to WPEP in
connection therewith.
Ms. Elizabeth H.
Weatherman, a director of the Issuer (the Reporting Person), is a Managing
Director and Member of Warburg Pincus LLC, a New York limited liability company
(WP LLC), and a General Partner of Warburg Pincus & Co., a New York
general partnership (WP). Warburg
Pincus Partners, LLC, a New York limited liability company and a subsidiary of
WP (WPP LLC and, together with WPEP, WP LLC and WP, the Warburg Pincus
Entities), is the general partner of WPEP.
WPEP is managed by WP LLC. By
reason of the provisions of Rule 16a-1 under the Securities Exchange Act
of 1934, as amended (the Act), the Reporting Person and each of WPP LLC, WP
and WP LLC may be deemed to be the beneficial owner of an indeterminate portion
of the Shares held by WPEP. The
Reporting Person disclaims beneficial ownership of all Shares held by WPEP
except to the extent of any pecuniary interest therein. Each of the Warburg Pincus Entities disclaims
beneficial ownership of all Shares in which such Warburg Pincus Entity does not
have a pecuniary interest. Charles R.
Kaye and Joseph P. Landy are Managing General Partners of WP and Managing
Members and Co-Presidents of WP LLC and may be deemed to control WPEP. Messrs. Kaye and Landy disclaim
beneficial ownership of all Shares held by WPEP except to the extent of any
pecuniary interest therein. The address
of each of the Warburg Pincus Entities is 450 Lexington Avenue, New York, New
York 10017.