eh1200262_13ga2-symmetry.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*


SYMMETRY MEDICAL INC.
(Name of Issuer)
 
Common Stock, Par Value $0.0001 per Share
(Title of Class of Securities)
 
871546 20 6
(CUSIP Number)
 
December 31, 2011
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
 
           o
Rule 13d-1(b)
           x
Rule 13d-1(c)
           o
Rule 13d-1(d)
   
   
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 


 
 
 

 

CUSIP No. 871546 20 6
SCHEDULE 13G
Page 2 of 11 Pages


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
HWP Capital Partners II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
 
12
TYPE OF REPORTING PERSON
 
PN
 

 
 
 

 

CUSIP No. 871546 20 6
SCHEDULE 13G
Page 3 of 11 Pages


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
HWP II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
 
12
TYPE OF REPORTING PERSON
 
PN
 

 
 
 

 

CUSIP No. 871546 20 6
SCHEDULE 13G
Page 4 of 11 Pages


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
HWP II, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
 
12
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 

 

CUSIP No. 871546 20 6
SCHEDULE 13G
Page 5 of 11 Pages


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
 
Robert B. Haas (in the capacity described herein)
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
 
12
TYPE OF REPORTING PERSON
 
IN
 

 
 
 

 

CUSIP No. 871546 20 6
SCHEDULE 13G
Page 6 of 11 Pages


 
Amendment No. 2

This Amendment No. 2 to Schedule 13G is filed by the undersigned to amend and restate in its entirety the Schedule 13G, dated as of January 16, 2007, with respect to the Common Stock (as defined below) of the Company (as defined below).

ITEM 1.
(a)
Name of Issuer
 
Symmetry Medical Inc. (the “Company”)
   
(b)
Address of Issuer’s Principal Executive Offices:
 
220 W. Market Street
Warsaw, Indiana 46580

ITEM 2.
(a)
Name of Person Filing:
 
(i)     
HWP Capital Partners II, L.P., a Delaware limited partnership (“HWPCP”);
 
(ii)    
HWP II, L.P., a Delaware limited partnership (“HWP II” and the sole general partner of HWPCP);
 
(iii)   
HWP II, LLC, a Delaware limited liability company (“HWP II LLC” and the sole general partner of HWP II); and
 
(iv)    
Robert B. Haas (“Mr. Haas” and the managing member of HWP II LLC) ((i) through (iv) collectively, the “Reporting Persons”).

     
 
(b)
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business offices of each of the Reporting Persons is c/o Haas Wheat & Partners, L.P., 300 Crescent Court, Suite 1700, Dallas, Texas 75201.
     
 
(c)
Citizenship:
 
The place of organization of each of the Reporting Persons (other than Mr. Haas) is Delaware.  Mr. Haas is a citizen of the United States.
     
 
(d)
Title of Class of Securities:
 
Common Stock, par value $0.0001 per share (the “Common Stock”)
     
 
(e)
CUSIP Number:
 
871546 20 6
     
 
 
 
 

 

CUSIP No. 871546 20 6
SCHEDULE 13G
Page 7 of 11 Pages

 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
     
 
(a)
o
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
(i)
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
(j)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J)

   
ITEM 4.
OWNERSHIP
 
 
HWP Capital Partners II, L.P.
 
 
(a)
Amount beneficially owned: 0
 
(b)
Percent of class: 0
 
(c)
Number of shares as to which the person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
 
HWP II, L.P.
 
 
(a)
Amount beneficially owned: 0
 
(b)
Percent of class: 0
 
(c)
Number of shares as to which the person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
 
 

 

CUSIP No. 871546 20 6
SCHEDULE 13G
Page 8 of 11 Pages
 
 
 
HWP II, LLC
 
 
(a)
Amount beneficially owned: 0
 
(b)
Percent of class: 0
 
(c)
Number of shares as to which the person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
 
Robert B. Haas
 
 
(a)
Amount beneficially owned: 0
 
(b)
Percent of class: 0
 
(c)
Number of shares as to which the person has:
     
 
(i)
Sole power to vote or to direct the vote: 0
 
(ii)
Shared power to vote or to direct the vote: 0
 
(iii)
Sole power to dispose or to direct the disposition of: 0
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
 
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .
 
At the close of business on May 13, 2011, the Reporting Persons ceased to be the beneficial owners of any shares of the Company’s Common Stock.
   
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Not applicable.
   
   
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.
   
 
 
 

 

CUSIP No. 871546 20 6
SCHEDULE 13G
Page 9 of 11 Pages

 
   
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
 
 
See Item 2.
   
   
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP
   
 
Not applicable.
   
   
ITEM 10.
CERTIFICATION.
   
 
By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
   

[The remainder of this page has intentionally been left blank]
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

CUSIP No. 871546 20 6
SCHEDULE 13G
Page 10 of 11 Pages
 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 10, 2012
 
 
HWP CAPITAL PARTNERS II, L.P.
 
       
  By:  HWP II, L.P., its general partner  
       
  By:  HWP II, LLC, its general partner  
       
 
 
 By: /s/ Robert B. Haas  
      Name:  Robert B. Haas  
      Title:    Managing Partner  
       
 
 
HWP II, L.P.
 
       
  By:  HWP II, LLC, its general partner  
       
 
 
 By: /s/ Robert B. Haas  
      Name:  Robert B. Haas  
      Title:    Managing Partner  
       

 
HWP II, LLC
 
       
 
 
 By: /s/ Robert B. Haas  
      Name:  Robert B. Haas  
      Title:    Managing Partner  
       

 
ROBERT B. HAAS
 
       
 
 
  /s/ Robert B. Haas  
         
         
       

 
 
 

 

CUSIP No. 871546 20 6
SCHEDULE 13G
Page 11 of 11 Pages


 
 
EXHIBIT INDEX

Exhibit 1
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the  Securities  Exchange Act of 1934,  as amended (incorporated by reference to Exhibit 1 to the statement on Schedule 13G, dated as of January 16, 2007, filed by the Reporting Persons).
 
Exhibit 2
Identity of members of group filing this Schedule 13G (incorporated by reference to Exhibit 2 to the statement on Schedule 13G, dated as of January 16, 2007, filed by the Reporting Persons).