SEC Form 4 · accession 0000903423-15-000417

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

• F1This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), GS LVB Co-Invest, L.P. ("GS LVB"), Goldman Sachs BMET Investors, L.P. ("GS BMET"), Goldman Sachs BMET Investors Offshore Holdings, L.P. ("GS BMET Offshore"), PEP Bass Holdings LLC ("GS PEP"), Private Equity Partners 2004 Direct Investment Fund LP ("GS 2004"), Private Equity Partners 2005 Direct LP ("GS 2005") and Private Equity Partners IX Direct LP ("GS IX", and together with GS Capital, GS Offshore, GS Parallel, GS Germany, GS LVB, GS BMET, GS BMET Offshore, GS PEP, GS 2004, GS 2005, the "GS Entities"); (continued in footnote 2)
• F10Following the closing of the Merger, affiliates of the Reporting Persons beneficially own indirectly zero shares of Common Stock.
• F2GSCP VI Advisors, L.L.C., GSCP VI Offshore Advisors, L.L.C., GS Advisors VI, L.L.C., Goldman, Sachs Management GP GmbH, GS LVB Advisors, L.L.C., GS BMET Advisors, L.L.C., GS BMET Offshore Advisors, Inc., Goldman Sachs PEP 2004 Direct Investment Advisors, LLC ("PEP 2004"), Goldman Sachs PEP 2005 Direct Investment Advisors, LLC ("PEP 2005") and Goldman Sachs PEP IX Direct Investment Advisors, LLC ("PEP IX") (together with the GS Entities, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in triplicate.
• F3Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Entities. Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner or investment manager of the GS Entities. Immediately prior to the Merger, GS Group and Goldman Sachs may have been deemed to beneficially own indirectly 130,845,980 shares of Common Stock, par value $0.01 per share (the "Common Stock") of LVB Acquisition, Inc. , a Delaware corporation (the "Issuer"), by reason of the indirect beneficial ownership of such shares by the GS Entities.
• F4Immediately prior to the Merger, the GS Entities may have been deemed to beneficially own indirectly 130,845,980 shares of Common Stock in the aggregate by reason of the direct beneficial ownership of such shares by, and their aggregate direct ownership of 1,308,419.15815 membership units in, LVB Acquisition Holding, LLC ("Holding"). The membership interests of Holding are held by a private investor group, which includes the GS Entities. Immediately prior to the Merger, GS Capital, and its general partner GSCP VI Advisors, L.L.C., may have been deemed to beneficially own indirectly approximately 43,367,916 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 433,679.15808 membership units in, Holding.
• F5Immediately prior to the Merger, GS Germany, and its general partner Goldman, Sachs Management GP GmbH, may have been deemed to beneficially own indirectly approximately 1,541,319 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 15,413.18755 membership units in, Holding. Immediately prior to the Merger, GS Offshore, and its general partner GSCP VI Offshore Advisors, L.L.C., may have been deemed to beneficially own indirectly approximately 36,071,876 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 360,718.75833 membership units in, Holding.
• F6Immediately prior to the Merger, GS Parallel, and its general partner GS Advisors VI, L.L.C., may have been deemed to beneficially own indirectly approximately 11,925,385 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 119,253.84819 membership units in, Holding. Immediately prior to the Merger, GS LVB, and its general partner GS LVB Advisors, L.L.C., may have been deemed to beneficially own indirectly approximately 6,187,599 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 61,875.99 membership units in, Holding. Immediately prior to the Merger, GS BMET, and its general partner GS BMET Advisors, L.L.C., may have been deemed to beneficially own indirectly approximately 6,313,795 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 63,137.95 membership units in, Holding.
• F7Immediately prior to the Merger, GS BMET Offshore, and its general partner GS BMET Offshore Advisors, Inc., may have been deemed to beneficially own indirectly approximately 18,478,545 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 184,785.45 membership units in, Holding. Immediately prior to the Merger, GS PEP may be deemed to beneficially own indirectly approximately 4,446,382 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 44,463.816 membership units in, Holding. Immediately prior to the Merger, GS 2004, and its general partner PEP 2004, may have been deemed to beneficially own indirectly approximately 630,980 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 6,309.8 membership units in, Holding.
• F8Immediately prior to the Merger, GS 2005, and its general partner PEP 2005, may have been deemed to beneficially own indirectly approximately 901,320 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 9,013.2 membership units in, Holding. Immediately prior to the Merger, GS IX, and its general partner PEP IX, may have been deemed to beneficially own indirectly approximately 976,800 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and their direct ownership of 9,768 membership units in, Holding. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
• F9On 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 Common Stock was exchanged for $8.94 in cash and 0.0562 shares of Zimmer common stock.