SEC Form 4 · accession 0000911916-15-000260
ZIMMER BIOMET HOLDINGS, INC. · ZBH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam Rudolph Johnson
Officer — Group President
Period of report
Jun 24, 2015
Accepted (ET)
Jun 26, 2015 · 4:40 pm EDT
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 | Jun 24, 2015 | A | 34,617 | — | A | 34,617 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3 | $113.83 | Jun 24, 2015 | A | 14,696 | A | — | Jun 24, 2025 | Common Stock | 14,696 | 14,696 | D |
| Employee Stock Option (right to buy)F3 | $113.83 | Jun 24, 2015 | A | 14,695 | A | — | Jun 24, 2025 | Common Stock | 14,695 | 14,695 | D |
| Restricted Stock UnitsF4,F5 | — | Jun 24, 2015 | A | 10,565 | A | — | — | Common Stock | 10,565 | 10,565 | D |
Explanation of responses
- F1The shares were acquired pursuant to the merger (the "Merger") of a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc. (the "Company") with and into LVB Acquisition, Inc. ("LVB"), with LVB surviving as a wholly-owned subsidiary of the Company. The Reporting Person held shares of LVB common stock and LVB equity-based awards that were exchanged for shares of Company common stock and cash in the Merger. Each share of LVB common stock was exchanged for 0.0562 shares of Company common stock and $8.94 in cash in the Merger.
- F2(Continued from Footnote (1) above) Each vested option to purchase LVB common stock was exchanged for 0.027 shares of Company common stock and $4.26 in cash in the Merger, each unvested option to purchase LVB common stock was exchanged for 0.023 shares of Company common stock and $3.88 in cash in the Merger, and each restricted stock unit was exchanged for 0.0562 shares of Company common stock and $8.94 in cash in the Merger. On the effective date of the Merger, the closing price of the Company's common stock was $113.52 per share.
- F3Vests annually over four years in increments of 25% each year, commencing on June 24, 2016.
- F4Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Company's common stock.
- F5RSUs will vest in full on June 24, 2017.