SEC Form 4 · accession 0000903423-15-000420
LVB Acquisition, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Y Rhee
Director
Period of report
Jun 24, 2015
Accepted (ET)
Jun 26, 2015 · 8:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001402366
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF7,F1,F2,F6,F3,F4,F5 | Jun 24, 2015 | D | 130,845,980 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person is a vice president of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities herein except to the extent of his pecuniary interest therein, if any.
- F2Immediately 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 certain investment partnerships (the "GS Entities"). Immediately 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.
- F3On 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 (the "Merger Consideration").
- F4The Reporting Person did not directly receive any Merger Consideration because he did not directly own any securities prior to the Merger.
- F5Following the Merger, affiliates of the GS Entities hold zero shares of Common Stock.
- F6Goldman 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.
- F7The Board of Directors of the Issuer has adopted resolutions exempting the disposition of the Issuer's shares of Common Stock reported on this Form 4 by the Reporting Person pursuant to Rule 16b-3 under the Exchange Act.