SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

OOI STEPHEN H L

(Last)

(First)

(Middle)

C/O ZIMMER, INC.

P. O. BOX 708

(Street)

WARSAW

46580

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2005

3. Issuer Name and Ticker or Trading Symbol
ZIMMER HOLDINGS INC [ ZMH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Asia Pacific

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	317	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	03/04/2006	Common Stock	13,846	$10.71	D
Employee Stock Option (right to buy)	⁽¹⁾	03/03/2007	Common Stock	10,384	$16.53	D
Employee Stock Option (right to buy)	⁽²⁾	02/02/2008	Common Stock	814	$25.37	D
Employee Stock Option (right to buy)	⁽¹⁾	03/02/2008	Common Stock	10,384	$25.02	D
Employee Stock Option (right to buy)	⁽¹⁾	12/20/2008	Common Stock	10,384	$29.99	D
Employee Stock Option (right to buy)	⁽¹⁾	03/01/2009	Common Stock	9,163	$31.88	D
Employee Stock Option (right to buy)	⁽¹⁾	03/06/2010	Common Stock	11,199	$22.02	D
Employee Stock Option (right to buy)	⁽¹⁾	03/05/2011	Common Stock	11,199	$30.88	D
Employee Stock Option (right to buy)	⁽¹⁾	08/06/2011	Common Stock	7,310	$29.35	D
Employee Stock Option (right to buy)	⁽¹⁾	09/05/2011	Common Stock	4,011	$27.3	D
Employee Stock Option (right to buy)	⁽³⁾	01/02/2012	Common Stock	7,000	$30.19	D
Employee Stock Option (right to buy)	⁽⁴⁾	09/18/2012	Common Stock	25,000	$37.13	D
Employee Stock Option (right to buy)	⁽⁵⁾	01/12/2013	Common Stock	48,333	$39.53	D
Employee Stock Option (right to buy)	⁽⁶⁾	01/14/2014	Common Stock	38,500	$70.33	D
Employee Stock Option (right to buy)	⁽⁷⁾	01/18/2015	Common Stock	24,383	$79.6	D

Explanation of Responses:

1. Vested annually over four years in increments of 25% each.

2. One-third of the options vested on each of February 2, 2001, 2002 and 2003.

3. 1,750 of the options vested on each of January 2, 2003, 2004 and 2005. 1,750 of the options will vest on January 2, 2006.

4. 6,250 of the options vested on each of September 18, 2003, 2004 and 2005. 6,250 of the options will vest on September 18, 2006.

5. 12,083 of the options vested on each of January 13, 2004 and 2005. 12,083 of the options will vest on January 13, 2006 and 12,084 of the options will vest on January 13, 2007.

6. 9,625 of the options vested on January 14, 2005. 9,625 of the options will vest on each of January 14, 2006, 2007 and 2008.

7. Vests annually over four years in increments of 25% each, commencing January 18, 2006.

Remarks:

	Chad F. Phipps, Attorney-in-Fact for Stephen H.L.Ooi (copy of power of attorney attached)	12/19/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.