SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MORRIS ROBERT S

(Last) (First) (Middle)
C/O OLYMPUS PARTNERS, METRO CENTER
ONE STATION PLACE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Symmetry Medical Inc. [ SMA ]
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)
12/21/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 12/21/2006 J ( 6 ) 1,000,000 D ( 6 ) 2,382,813 I ( 3 ) ( 4 ) ( 5 ) See Footnote ( 3 ) ( 4 ) ( 5 )
Common Stock 12/22/2006 J ( 7 ) 204,027 D ( 7 ) 555,946 I ( 1 ) ( 3 ) ( 4 ) See Footnote ( 1 ) ( 3 ) ( 4 )
Common Stock 2,280 I ( 2 ) ( 3 ) ( 4 ) See Footnote ( 2 ) ( 3 ) ( 4 )
Common Stock 88,548 D ( 8 )
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
MORRIS ROBERT S

(Last) (First) (Middle)
C/O OLYMPUS PARTNERS, METRO CENTER
ONE STATION PLACE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Olympus Growth Fund III, L.P.

(Last) (First) (Middle)
C/O OLYMPUS PARTNERS METRO CENTER
ONE STATION PLACE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OGP III, LLC

(Last) (First) (Middle)
C/O OLYMPUS PARTNERS METRO CENTER
ONE STATION PLACE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OEF, L.P.

(Last) (First) (Middle)
C/O OLYMPUS PARTNERS, METRO CENTER
ONE STATION PLACE

(Street)
STAMFORD CT 06902

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares directly owned by OGP III, LLC. Shares beneficially owned by OPG III, LLC are beneficially owned indirectly by RSM, L.L.C., the managing member of OGP III, LLC; and by Mr. Morris, the Managing Member of RSM, L.L.C.
2. Represents shares directly owned by OEF, L.P. Shares beneficially owned by OEF, L.P. are beneficially owned by RSM, L.L.C., its General Partner, and by Mr. Morris, the Managing Member of RSM, L.L.C.
3. Following the dispositions set forth in this Form 4, Olympus Growth Fund III, L.P. was the record owner of 2,382,813 shares of common stock, OGP III, LLC was the record owner 555,946 shares of common stock, OEF, L.P. was the record owner of 2,280 shares of common stock and Mr. Morris directly owned 88,548 shares of common stock. (continued footnote 2)
4. Mr. Morris is the managing partner of Olympus Partners and the Managing Member of RSM, L.L.C., and, in such capacities, has voting and investment power with respect to all shares held by the Olympus funds and has a pecuniary interest in certain of those shares. Mr. Morris disclaims beneficial ownership of the common stock owned by the above entities, except to the extent of his proportionate pecuniary interest therein.
5. Represents shares directly owned by Olympus Growth Fund III, L.P. Shares beneficially owned by Olympus Growth Fund III, L.P. are beneficially owned indirectly by OGP III, LLC, its General Partner; by RSM, L.L.C., the Managing Member of OGP III, LLC; and by Mr. Morris, the Managing Member of RSM, L.L.C.
6. On December 21, 2006, Olympus Growth Fund III, L.P. made a pro-rata distribution of common stock, without consideration, to its partners, which includes OGP III, LLC, which received 204,027 shares.
7. On December 22, 2006, OGP III, LLC made a pro-rata distribution of common stock, without consideration, to its members, which includes Robert S. Morris, who received 88,548 shares (including 2,041 shares distributed to Mr. Morris in his capacity as Managing Member of RSM, L.L.C.).
8. Directly owned by Mr. Robert S. Morris.
/s/ Manu Bettegowda, under power of attorney for Robert S. Morris 12/26/2006
/s/ Manu Bettegowda as an Authorized Person for OEF, L.P. 12/26/2006
/s/ Manu Bettegowda as an Authorized Person for Olympus Growth Fund III, L.P. 12/26/2006
/s/ Manu Bettegowda as an Authorized Person for OGP III, L.L.C. 12/26/2006
** Signature of Reporting Person Date
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