| 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
|
D
| |
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 |
| WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg Pincus Partners, LLC, its General Partner By: Warburg Pincus & Co., its Managing Member /s / Scott A. Arenare, Partner | 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
Designated Filer: Warburg, Pincus Equity Partners, L.P.
Issuer & Ticker Symbol: ev3 Inc. [EVVV]
Date of Event Requiring Statement:
August 3, 2009
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. 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.
Warburg
Pincus Partners, LLC, a New York limited liability company (WPP LLC), and a
subsidiary of Warburg Pincus & Co., a New York general partnership (WP),
is the general partner of WPEP. WPEP is
managed by Warburg Pincus LLC, a New York limited liability company (WP LLC
and, together with WPEP, WPP LLC and WP, the Warburg Pincus Reporting Persons). By reason of the provisions of Rule 16a-1
under the Securities Exchange Act of 1934, as amended (the Act), 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. Each
of the Warburg Pincus Reporting Persons disclaims beneficial ownership of all
Shares in which such Warburg Pincus Reporting Person 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 the Warburg Pincus Reporting
Persons is 450 Lexington Avenue, New York, New York 10017.
Exhibit 99.2
Designated Filer: Warburg, Pincus Equity Partners, L.P.
Issuer & Ticker Symbol: ev3 Inc. [EVVV]
Date of Event Requiring Statement:
August 3, 2009
JOINT
FILERS NAMES AND ADDRESSES
1. Name:
Warburg, Pincus Equity Partners, L.P.
Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
2. Name:
Warburg Pincus Partners, LLC
Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
3. Name:
Warburg Pincus & Co.
Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
4. Name:
Warburg Pincus LLC
Address: c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
Exhibit 99.3
Designated Filer: Warburg, Pincus Equity Partners, L.P.
Issuer & Ticker Symbol: ev3 Inc. [EVVV]
Date of Event Requiring Statement:
August 3, 2009
JOINT FILERS SIGNATURES
Dated: August 4,
2009
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WARBURG
PINCUS PARTNERS, LLC
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BY:
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Warburg
Pincus & Co., its
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Managing Member
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By:
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/s/
Scott A. Arenare
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Name:
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Scott
A. Arenare
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Title:
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Partner
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WARBURG
PINCUS & CO.
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By:
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/s/
Scott A. Arenare
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Name:
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Scott
A. Arenare
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Title:
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Partner
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WARBURG
PINCUS LLC
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By:
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/s/
Scott A. Arenare
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Name:
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Scott
A. Arenare
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Title:
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Managing Director
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