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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GRAY PETER L 		2. Issuer Name and Ticker or Trading Symbol

Tumi Holdings, Inc. [ TUMI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP and General Counsel
(Last)          (First)          (Middle)

C/O TUMI HOLDINGS, INC., 1001 DURHAM AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/1/2016
(Street)

SOUTH PLAINFIELD, NJ 07080
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, $0.01 par value per share   8/1/2016     D    1503   D $26.75   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $23.25   8/1/2016     D         13779      (2) 3/3/2025   Common Stock, $0.01 par value per share   13779.0     (3) 0   D    
Stock Option (Right to Buy)   $23.54   8/1/2016     D         46641      (4) 12/4/2023   Common Stock, par value $0.01 per share   46641.0     (5) 0   D    
Stock Option (Right to Buy)   $22.95   8/1/2016     D         13572      (6) 3/4/2024   Common Stock, par value $0.01 per share   13572.0     (7) 0   D    
Restricted Stock Units     (8) 8/1/2016     D         2007      (9)   (9) Common Stock, $0.01 par value per share   2007.0     (10) 0   D    
Restricted Stock Units     (8) 8/1/2016     D         7088      (11)   (11) Common Stock, $0.01 par value per share   7088.0     (12) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to and upon the effectiveness of the merger of PTL Acquisition Inc. ("Merger Sub"), a wholly owned subsidiary of Samsonite International S.A. ("Samsonite"), with and into the Issuer on August 1, 2016 pursuant to a merger agreement dated March 3, 2016 by and among Samsonite, Merger Sub and the Issuer.
( 2)  The stock option vests in three equal installments on each of the first three anniversaries of March 3, 2015, subject to the terms and conditions of the Tumi Holdings, Inc. 2012 Long-Term Incentive Plan (the "Plan").
( 3)  Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $48,226.50 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).
( 4)  The stock options vest in five equal installments on each of the first five anniversaries of December 4, 2013, subject to the terms and conditions of the Plan.
( 5)  Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $149,717.61 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).
( 6)  The stock option vests in three equal installments on each of the first three anniversaries of March 4, 2014, subject to the terms and conditions of the Plan.
( 7)  Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the option was cancelled in exchange for a cash payment of $51,573.60 (representing a price per share equal to the difference between the merger consideration, $26.75 per share, and the exercise price of the option).
( 8)  Each restricted stock unit represented a contingent right to receive one share of Issuer common stock.
( 9)  The restricted stock units vest in two equal installments on each of March 3, 2017 and March 2, 2018, subject to the terms and conditions of the Plan.
( 10)  Upon the effectiveness of the merger, pursuant to the terms of the merger agreement, the restricted stock units were cancelled in exchange for a cash payment of $53,687.25 (representing a price of $26.75 per restricted stock unit).
( 11)  The restricted stock units vest in three equal installments on each of March 1, 2017, March 1, 2018 and March 1, 2019, subject to the terms and conditions of the Plan.
( 12)  Upon effectiveness of the merger, pursuant to the terms of the merger agreement, the restricted stock units were cancelled in exchange for a cash payment of $189,604 (representing a price of $26.75 per restricted stock unit).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GRAY PETER L
C/O TUMI HOLDINGS, INC.
1001 DURHAM AVENUE
SOUTH PLAINFIELD, NJ 07080

EVP and General Counsel

Signatures
/s/ Peter L. Gray 8/3/2016
** 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 control number.
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