SEC Form 4 · accession 0001104659-15-048118
ZIMMER BIOMET HOLDINGS, INC. · ZBH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen A Schwarzman
10% Owner
Blackstone Group L.P.
10% Owner
Blackstone Group Management L.L.C.
10% Owner
Period of report
Jun 24, 2015
Accepted (ET)
Jun 26, 2015 · 7:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001136869
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash-Settled Equity SwapF1,F2,F3,F4 | $113.6648 | Jun 24, 2015 | X | 14,152 | D | — | Aug 1, 2017 | Common Stock | 14,152 | 42,594 | I |
| Cash-Settled Equity SwapF1,F2,F3,F4 | $113.4561 | Jun 25, 2015 | X | 42,594 | D | — | Aug 1, 2017 | Common Stock | 42,594 | 0 | I |
Explanation of responses
- F1An affiliate of The Blackstone Group L.P. established a short position through cash-settled equity swaps (the "Swaps") with respect to 56,746 shares of common stock of the issuer ("Common Stock"). This position was established prior to the Reporting Persons becoming subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This position was part of a basket of short positions, which was intended to hedge such affiliate's long position in another issuer.
- F2Under the terms of these Swaps, on the designated settlement date or earlier termination of such swaps (the "Settlement Date"), such affiliate was obligated to pay to the counterparty any positive price performance of the reference shares between the reference price ($110.26) and the market value of such reference shares as of such Settlement Date, and the counterparty was obligated to pay to such affiliate any negative price performance of the reference shares between the reference price and the market value of such reference shares as of such Settlement Date. The Swap holder has terminated early the Swaps that were otherwise set to expire on August 1, 2017.
- F3The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman may be deemed to indirectly beneficially own a portion of the Swaps described herein. The Blackstone Group L.P., Blackstone Group Management L.L.C. and Mr. Schwarzman each disclaims beneficial ownership of such Swaps except to the extent of its or his indirect pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, the Reporting Persons state that 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 securities reported herein.
- F4Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.