SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DVORAK DAVID C

(Last) (First) (Middle)
C/O ZIMMER, INC.
P. O. BOX 708

(Street)
WARSAW IN 46580

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZIMMER BIOMET HOLDINGS, INC. [ ZBH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2016
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/18/2016 M 32,810 A $0 277,416 (1) D
Common Stock 03/18/2016 F 15,290 (2) D $103.97 262,126 D
Common Stock 03/21/2016 S 1,540 (3) D $104.1579 (4) 260,586 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 03/18/2016 M 32,810 (6) (6) Common Stock 32,810 $0 0 D
Explanation of Responses:
1. Includes 104 shares acquired under the Zimmer Biomet Holdings, Inc. Employee Stock Purchase Plan between December 31, 2015 and February 1, 2016.
2. Represents shares withheld by Zimmer Biomet Holdings, Inc. to satisfy tax withholding obligations on the vesting of restricted stock units.
3. Securities sold to cover additional taxes on the vesting of restricted stock units pursuant to a written plan intended to comply with Rule 10b5-1(c)(1) adopted by Mr. Dvorak on February 24, 2016.
4. Represents the sale of 1,540 shares in multiple transactions, ranging in price from $104.14 to $104.20 per share, resulting in a weighted average sale price of $104.1579. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.
5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zimmer Biomet Holdings, Inc. common stock.
6. The earned RSUs vested on March 18, 2016.
Remarks:
/s/ Heather J. Kidwell, Attorney-in-Fact for David C. Dvorak (power of attorney previously filed) 03/22/2016
** 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 4 (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).
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