| 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 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DJ ORTHOPEDICS INC [ DJO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/08/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/08/2004 | S | 2,993,880 | D | $23.3 | 0 | I | See footnotes(1)(2) | ||
| Common Stock | 06/08/2004 | S | 78,499 | D | $23.3 | 0 | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 |
| 2. See Exhibit 99.1 |
| [See signatures attached as Exhibit 99.2] | 06/10/2004 | |
| ** 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 |
| 1) | The amount reported represents the beneficial ownership of the Issuer’s equity securities, held of record by J.P. Morgan DJ Partners, LLC (“DJ Partners”). The Designated Reporter, J.P. Morgan Partners (23A SBIC) L.P. ("23A SBIC"), formerly, J.P. Morgan Partners (23A SBIC) LLC, is the managing member of and owns 86.9% of the membership interests in DJ Partners. |
| 2) | The Designated Reporter is executing this report on behalf of itself and all Reporting Persons listed in Exhibit 99.2, each of whom has authorized it to do so. Each of such Persons disclaims beneficial ownership of the securities to the extent it exceeds such Person's pecuniary interest therein. |
| A portion of the shares beneficially owned by 23A SBIC may be attributable to J.P. Morgan Partners (23A SBIC Manager), Inc. (“SBIC Manager”) because SBIC Manager is the general partner of 23A SBIC. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to SBIC Manager is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within 23A SBIC. | |
| A portion of the shares beneficially owned by 23A SBIC may be deemed attributable to JPMorgan Chase Bank (“JPM Chase Bank”) because it is the sole stockholder of SBIC Manager. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to JPM Chase Bank is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within 23A SBIC. | |
| A portion of the shares beneficially owned by 23A SBIC may be deemed attributable to J.P. Morgan Chase & Co. (“JPM”) because it is the sole stockholder of JPM Chase Bank. The actual pro rata portion of such beneficial ownership that may be attributable to JPM is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within 23A SBIC. |
Exhibit 99.2
| This Statement on Form 4 is filed by J.P. Morgan Partners (23A SBIC), L.P., J.P. Morgan Partners (23A SBIC Manager), Inc., JPMorgan Chase Bank, J.P. Morgan Chase & Co. and J.P. Morgan DJ Partners, LLC. |
| Name of Designated Filer: J.P. Morgan Partners (23A SBIC), L.P. |
| Issuer and Ticker Symbol: dj Orthopedics, Inc. (DJO) |
| Date of Event Requiring Statement: June 8, 2004 |
| J.P. Morgan Partners (23A SBIC), L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas, 40th Floor New York, NY 10020 |
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| By: | J.P. Morgan Partners (23A SBIC
Manager), Inc. its General Partner |
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| By: | Jeffrey C. Walker | ||
| Jeffrey C. Walker | |||
| President | |||
| J.P. Morgan Partners (23A SBIC Manager), Inc. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas, 40th Floor New York, NY 10020 |
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| By: | Jeffrey C. Walker | ||
| Jeffrey C. Walker | |||
| President | |||
| JPMorgan Chase Bank 270 Park Avenue 35th Floor New York, NY 10017 |
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| By: | James Berry | ||
| James Berry | |||
| Vice President, Assistant General Counsel and Assistant Secretary | |||
| J.P. Morgan Chase & Co. 270 Park Avenue 35th Floor New York, NY 10017 |
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| By: | James Berry | ||
| James Berry | |||
| Vice President, Assistant General Counsel and Assistant Secretary | |||
| J.P. Morgan DJ Partners, LLC c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas, 40th Floor New York, NY 10020 |
| By: | J.P. Morgan Partners (23A SBIC),
L.P. its Managing Member |
| By: | J.P. Morgan Partners (23A SBIC
Manager), Inc. its General Partner |
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| By: | Jeffrey C. Walker | ||
| Jeffrey C. Walker | |||
| President | |||