SEC Form 4 · accession 0000903423-15-000403

LVB Acquisition, Inc.

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On June 24, 2015, Zimmer Holdings, Inc., (subsequently renamed Zimmer Biomet Holdings, Inc.) a Delaware corporation ("Zimmer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Zimmer and Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zimmer ("Merger Sub"), dated as of April 24, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Zimmer (the "Merger"). Pursuant to the Merger Agreement, on June 24, 2015, the effective date of the Merger, each share of Issuer common stock ("Common Stock") was exchanged for $8.94 in cash and 0.0562 shares of Zimmer common stock.
• F2Following the closing of the Merger, affiliates of the Reporting Persons beneficially own indirectly zero shares of Common Stock.
• F3David Bonderman and James G. Coulter are officers and sole stockholders 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 ("TPG Holdings I-A"), 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").
• F4TPG Advisors IV is the general partner of TPG GenPar IV, L.P. ("TPG GenPar IV"), which is the general partner of TPG Partners IV, L.P. ("TPG Partners IV"). TPG Advisors V is the general partner of TPG GenPar V, L.P. ("TPG GenPar V"), which is the (i) general partner of each of TPG Partners V, L.P. ("TPG Partners V"), TPG FOF V-A, L.P. ("TPG FOF A") and TPG FOF V-B, L.P. ("TPG FOF B") and (ii) managing member of each of TPG LVB Co-Invest LLC ("TPG Co-Invest I") and 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"). The TPG Funds in the aggregate hold 1,308,419.15815 membership units of LVB Acquisition Holding, LLC, the direct holder of the reported securities.
• F5Because of the Reporting Persons' relationship to the TPG Funds, immediately prior to the Merger, the Reporting Persons may have been deemed to beneficially own the securities 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 TPG Fund disclaims beneficial ownership of the securities 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 Securities Exchange Act of 1934, as amended (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 shares of Common Stock beneficially owned in excess of their respective pecuniary interests.

Remarks

(7) The Reporting Persons are jointly filing this Form 4 under Exchange Act Rule 16a-3(j). (8) Clive Bode is signing on behalf of Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.