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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(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)

METRO CENTER, ONE STATION PLACE

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2005

(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	09/26/2005		S		416,129	D	$ 22.84	52,828	I ⁽¹⁾ ⁽²⁾ ⁽⁵⁾	See FN ⁽¹⁾ ⁽²⁾ ⁽⁵⁾
Common Stock	09/27/2005		J⁽³⁾		19,002	D	⁽³⁾	58,891	I ⁽¹⁾ ⁽²⁾ ⁽⁴⁾	See FN ⁽¹⁾ ⁽²⁾ ⁽⁴⁾
Common Stock								8,810,719	I ⁽¹⁾ ⁽²⁾ ⁽⁶⁾	See FN ⁽¹⁾ ⁽²⁾ ⁽⁶⁾
Common Stock								2,280	I ⁽¹⁾ ⁽²⁾ ⁽⁷⁾	See FN ⁽¹⁾ ⁽²⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

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

Signatures

/s/ James A. Conroy		09/28/2005
^**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 Growth Fund III, L.P. was the record owner of 8,810,719 shares of common stock, Olympus Executive Fund, L.P. was the record owner of 58,891 shares of common stock, OGP III, L.L.C. was the record owner of 52,828 shares of common stock and OEF, L.P. was the record owner of 2,280 shares of common stock. (continued footnote 2)
(2)	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 September 27, 2005, Olympus Executive Fund, L.P. made a pro-rata distribution of common stock, without consideration, to its partners, which include its general partner, OEF, L.P., which received 2,280 shares and a limited partner, Manu Bettegowda, who received 406 shares.
(4)	Represents shares directly owned by Olympus Executive Fund, L.P. Shares beneficially owned by Olympus Executive Fund, L.P. are beneficially owned indirectly by OEF, L.P., its General Partner; by RSM, L.L.C., a General Partner of OEF, L.P.; and by Mr. Robert S. Morris, the Managing Partner of OEF, L.P. through his capacity as the Managing Member of RSM, L.L.C.
(5)	Represents shares directly owned by OGP III, L.L.C. Shares beneficially owned, both directly and indirectly, by OGP III, L.L.C. are beneficially owned indirectly by RSM, L.L.C., the managing member of OGP III, L.L.C.; and by Mr. Morris, the Managing Member of RSM, L.L.C.
(6)	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, L.L.C., its General Partner; by RSM, L.L.C., the Managing Member of OGP III, L.L.C.; and by Mr. Morris, the Managing Member of RSM, L.L.C.
(7)	Represents shares directly owned by OEF, L.P. Shares beneficially owned, both directly and indirectly, by OEF, L.P. are beneficially owned indirectly by RSM, L.L.C., a General Partner of OEF, L.P.; and by Mr. Morris, the Managing Partner of OEF, L.P. through his capacity as the Managing Member of RSM, L.L.C.

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