Edgar Filing: SIRONA DENTAL SYSTEMS, 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 ^*

Sirona Holdings Luxco S.C.A.

2. Issuer Name and Ticker or Trading Symbol
SIRONA DENTAL SYSTEMS, INC. [SIRO]

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

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

(Last)

(First)

(Middle)

412F, ROUTE D??ESCH,

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2011

(Street)

L-1030, N4

4. If Amendment, Date 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

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2011		S		4,500,000	D	$ 48.5	9,747,480	D ⁽¹⁾

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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
Sirona Holdings Luxco S.C.A. 412F, ROUTE D??ESCH L-1030, N4		X
Sirona Holdings S.A. 412F, ROUTE D??ESCH L-1030, N4		X
MDCP GLOBAL AGGREGATOR, L.P. C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO, IL 60602		X
MDCP IV Global Investments LP C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN, GRAND CAYMAN, E9		X
MDCP IV Global GP, LP C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN, GRAND CAYMAN, E9		X
MDP Global Investors LTD C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN, GRAND CAYMAN, E9		X

Signatures

/s/ Timothy Sullivan, its 'A' Director, Sirona Holdings S.A., its Manager for Sirona Holdings Luxco S.C.A.		03/16/2011
^**Signature of Reporting Person		Date
/s/ Timothy Sullivan, its 'A' Director for Sirona Holdings S.A.		03/16/2011
^**Signature of Reporting Person		Date
/s/ Timothy Sullivan, its Managing Director, MDP Global Investors Limited, its General Partner for MDCP Global Aggregator, L.P.		03/16/2011
^**Signature of Reporting Person		Date
/s/ Timothy Sullivan, its Managing Director, MDP Global Investors Limited, its General Partner, MDP IV Global GP, LP, its General Partner for MDCP IV Global Investments LP		03/16/2011
^**Signature of Reporting Person		Date
/s/ Timothy Sullivan, its Managing Director, MDP Global Investors Limited, its General Partner for MDP IV Global GP, LP		03/16/2011
^**Signature of Reporting Person		Date
/s/ Timothy Sullivan, its Managing Director for MDP Global Investors Limited		03/16/2011
^**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)	The following entities may be deemed to have a beneficial interest in the Common Stock held by Sirona Holdings Luxco S.C.A. ("Luxco"): Sirona Holdings S.A. ("Luxco Manager"), by virtue of its being the sole manager of Luxco, MDCP Global Aggregator, L.P. ("MDCP Global Aggregator") by virtue of its being the controlling shareholder of Luxco, MDCP IV Global Investments LP by virtue of its being the controlling shareholder of Sirona Holdings S.A., MDP IV Global GP, LP by virtue of its being the sole general partner of MDCP IV Global Investments LP and MDP Global Investors Limited by virtue of its being the sole general partner of MDP IV Global GP, LP and MDCP Global Aggregator. Each of MDCP Global Aggregator, MDCP IV Global Investments LP, MDP IV Global GP, LP and MDP Global Investors Limited disclaims beneficial ownership of any shares directly held by Luxco except to the extent of their respective pecuniary interests therein.

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