Edgar Filing: Symmetry Medical Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Conroy James A

2. Issuer Name and Ticker or Trading Symbol
Symmetry Medical Inc. [SMA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O OLYMPUS PARTNERS, METRO CENTER, ONE STATION PLACE

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2005

(Street)

STAMFORD, CT 06902

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/21/2005		X		21,702	A	$ 0.01	21,702	I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁵⁾
Common Stock	07/21/2005		X		47,974	A	⁽¹⁰⁾	69,676	I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁵⁾
Common Stock	07/22/2005		S		8,093,280	D	$ 21.2487	11,804,695	I ⁽¹⁾ ⁽²⁾ ⁽⁶⁾	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁶⁾
Common Stock	07/22/2005		J⁽³⁾		11,804,695	D	⁽³⁾	0	I ⁽¹⁾ ⁽²⁾ ⁽⁶⁾	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁶⁾
Common Stock	07/22/2005		S		69,676	D	$ 21.2487	10,666,300	I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁵⁾
Common Stock	07/22/2005		J⁽⁴⁾		798,947	D	⁽⁴⁾	0	I ⁽¹⁾ ⁽²⁾ ⁽⁷⁾	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁷⁾
Common Stock								77,893	I ⁽¹⁾ ⁽²⁾ ⁽⁸⁾	See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁸⁾
Common Stock								52,828	I ⁽¹⁾ ⁽²⁾ ⁽¹¹⁾	See Footnote ⁽¹⁾ ⁽²⁾ ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock (Warrant right to buy)

$ 0.01

07/21/2005

21,702

⁽⁹⁾

06/11/2013

Common Stock

21,702

$ 0.01

88,282

I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

Common Stock (Warrant right to buy)

⁽¹⁰⁾

07/21/2005

47,974

⁽⁹⁾

06/11/2013

Common Stock

47,974

⁽¹⁰⁾

I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁵⁾

Common Stock (Warrant right to buy)

$ 0.01

⁽⁹⁾

06/11/2013

Common Stock

19,043

I ⁽¹⁾ ⁽²⁾ ⁽⁷⁾

See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁷⁾

Common Stock (Warrant right to buy)

⁽¹⁰⁾

⁽⁹⁾

06/11/2013

Common Stock

8,306

I ⁽¹⁾ ⁽²⁾ ⁽⁷⁾

See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁷⁾

Common Stock (Warrant right to buy)

$ 0.01

⁽⁹⁾

06/11/2013

Common Stock

1,057

I ⁽¹⁾ ⁽²⁾ ⁽⁸⁾

See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁸⁾

Common Stock (Warrant right to buy)

⁽¹⁰⁾

⁽⁹⁾

06/11/2013

Common Stock

461

I ⁽¹⁾ ⁽²⁾ ⁽⁸⁾

See Footnote ⁽¹⁾ ⁽²⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Conroy James A C/O OLYMPUS PARTNERS, METRO CENTER ONE STATION PLACE STAMFORD, CT 06902	X

Signatures

/s/ Manu Bettegowda, under power of attorney		07/25/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Following the dispositions set forth in this Form 4, Olympus/Symmetry Holdings LLC was the record owner of 0 shares of common stock, Olympus Growth Fund III, L.P. was the record owner of 10,666,300 shares of common stock and currently exercisable warrants to purchase 88,282 shares of common stock, Olympus Growth Co-Investment Fund III, L.P. was the record owner of currently exercisable warrants to purchase 27,349 shares of common stock, Olympus Executive Fund, L.P. was the record owner of 77,893 shares of common stock and currently exercisable warrants to purchase 1,518 shares of common stock and OGP III LLC was the record owner of 52,828 shares of common stock. Shares beneficially owned directly by Olympus/Symmetry Holdings LLC were beneficially owned indirectly by Olympus Growth Fund III, L.P., its Managing Member; by OGP III, LLC, the General Partner of Olympus Growth Fund III, L.P.; by RSM, LLC, the Managing Member of OGP III, LLC; (continued footnote 2)
(2)	and by Robert S. Morris, the Managing Member of RSM, LLC; Shares beneficially owned, both directly and indirectly, by Olympus Growth Fund III, L.P. and by Olympus Growth Co-Investment Fund III, L.P. are beneficially owned indirectly by OGP III, LLC, the General Partner of each; by RSM, LLC, the Managing Member of OGP III, LLC; and by Mr. Robert S. Morris, the Managing Member of RSM, LLC. Shares beneficially owned directly by Olympus Executive Fund, L.P. are beneficially owned indirectly by OEF, LP, its General Partner; by RSM, LLC, a General Partner of OEF, L.P.; and by Mr. Morris, the Managing Partner of OEF, L.P. through his capacity as Managing Member of RSM, LLC. Mr. James A. Conroy, a member of our board of directors, is a partner of the Olympus funds and has a pecuniary interest in certain of those shares. Mr. Conroy disclaims beneficial ownership of the common stock owned by the above entities, except to the extent of his proportionate pecuniary interest therein.
(3)	On July 22, 2005, Olympus/Symmetry Holdings LLC made a pro-rata distribution of common stock, without consideration, to its members, which include Olympus Growth Fund III, L.P. , which received 10,666,300 shares, Olympus Growth Co-Investment Fund III, which received 798,947 shares, and Olympus Executive Fund, L.P., which received 77,893 shares.
(4)	On July 22, 2005, Olympus Growth Co-Investment Fund III, L.P. made a pro-rata distribution of common stock, without consideration, to its partners, which include OGP III, L.L.C., which received 52,828 shares. OGP III, LLC is the general partner of Olympus Co-Investment Fund III, L.P. and is also the general partner of Olympus Growth Fund III, L.P., which is the managing member of Olympus/Symmetry Holdings LLC. The receipt of such shares by OGP III, LLC represents a change in the form of beneficial ownership.
(5)	Represents shares or warrants, as applicable, directly owned by Olympus Growth Fund III, L.P.
(6)	Represents shares directly owned by Olympus/Symmetry Holdings LLC.
(7)	Represents shares directly owned by Olympus Growth Co-Investment Fund III, L.P.
(8)	Represents shares directly owned by Olympus Executive Fund, L.P.
(9)	Currently exercisable.
(10)	Exercise price of $.000128 per share.
(11)	Represents shares directly owned by OGP III, LLC.

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