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*
Rhee Andrew Y

(Last) (First) (Middle)
C/O GOLDMAN, SACHS & CO.
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LVB Acquisition, Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/24/2015
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(7) 06/24/2015 D(3)(4)(5) 130,845,980(1)(2)(6) D (3)(4) 0(2) I See Footnotes(1)(2)(3)(4)(5)(6)
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
Explanation of Responses:
1. The 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.
2. 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 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.
3. On 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").
4. The Reporting Person did not directly receive any Merger Consideration because he did not directly own any securities prior to the Merger.
5. Following the Merger, affiliates of the GS Entities hold zero shares of Common Stock.
6. 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.
7. The 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.
/s/ Kevin Treanor, Attorney-in-fact 06/26/2015
** 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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