SEC Form 4 · accession 0000903423-16-000832
ZIMMER BIOMET HOLDINGS, INC. · ZBH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 9, 2016
Accepted (ET)
Feb 11, 2016 · 7:23 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001136869
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6 | Feb 9, 2016 | S | 2 | $91.3701 | D | 7,351,710 | I | See Explanation of Responses |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 4, 2016, LVB Acquisition Holding, LLC ("LVB Holding") approved the distribution of all of its shares of common stock ("Shares") of Zimmer Biomet Holdings, Inc. (the "Issuer") pro rata to its members, including the TPG Funds (as defined below), pursuant to the terms of its limited liability company operating agreement. In lieu of distributing fractional interests in Shares to its members, LVB Holding sold the fractional interests on February 9, 2016 and distributed the proceeds to its members.
- F2David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with David Bonderman and James G. Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of TPG Gen Par IV Advisors, LLC ("TPG Advisors IV") and TPG GenPar V Advisors, LLC ("TPG Advisors V").
- F3TPG Advisors IV is the general partner of TPG GenPar IV, L.P., which is the general partner of TPG Partners IV, L.P. ("TPG Partners IV"), which directly holds 280,938 Shares.
- F4TPG Advisors V is the general partner of TPG GenPar V, L.P., which is the (i) general partner of each of (a) TPG Partners V, L.P. ("TPG Partners V"), which directly holds 5,703,170 Shares, (b) TPG FOF V-A, L.P. ("TPG FOF A"), which directly holds 14,921 Shares, and (c) TPG FOF V-B, L.P. ("TPG FOF B"), which directly holds 12,033 Shares, and (ii) managing member of each of (a) TPG LVB Co-Invest LLC ("TPG Co-Invest I"), which directly holds 1,325,152 Shares, and (b) TPG LVB Co-Invest II LLC ("TPG Co-Invest II" and, together with TPG Partners IV, TPG Partners V, TPG FOF A, TPG FOF B and TPG Co-Invest I, the "TPG Funds"), which directly holds 15,496 Shares.
- F5Because of the Reporting Persons' relationship to the TPG Funds, the Reporting Persons may be deemed to beneficially own the Shares reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Shares reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.
- F6Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.