0001209191-11-062482.txt : 20111221 0001209191-11-062482.hdr.sgml : 20111221 20111221114021 ACCESSION NUMBER: 0001209191-11-062482 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111128 FILED AS OF DATE: 20111221 DATE AS OF CHANGE: 20111221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Florin Daniel P CENTRAL INDEX KEY: 0001402459 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 111273727 MAIL ADDRESS: STREET 1: 56 E. BELL DRIVE CITY: WARSAW STATE: IN ZIP: 46581 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LVB Acquisition, Inc. CENTRAL INDEX KEY: 0001402366 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: CORPORATION TRUST CENTER STREET 2: 1209 ORANGE ST. CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: CORPORATION TRUST CENTER STREET 2: 1209 ORANGE ST. CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: LVB Acquisition, LLC DATE OF NAME CHANGE: 20070607 3 1 c26102_3x1.xml MAIN DOCUMENT DESCRIPTION X0204 3 2011-11-28 0 0001402366 LVB Acquisition, Inc. NONE 0001402459 Florin Daniel P C/O BIOMET, INC. P.O. BOX 587, 56 E. BELL DRIVE WARSAW IN 46582 0 1 0 0 See Remarks Common Shares 60000 D Employee Stock Options (Right to Buy) 10.00 2019-10-05 Common Shares 658187.5 D Restricted Stock Units 0 Common Shares 175000 D This option is currently exercisable with respect to 503,562.5 common shares and will become exercisable with 91,437.5 common shares on July 11, 2012 and 24,937.5 common shares on July 11, 2013. Additionally, this option will become exercisable with respect to 12,750 common shares on each of October 1, 2012, October 1, 2013 and October 1, 2014. Each restricted stock unit represents the right to receive one common share in accordance with the terms and conditions of the LVB Acquisition, Inc. Restricted Stock Unit Plan and the Reporting Person's restricted stock unit grant agreement. All restricted stock units will vest in full on May 31, 2016; provided that up to 25% of the restricted stock units may vest earlier on each of May 31, 2012, May 31, 2013, May 31, 2014 and May 31, 2015, to the extent certain liquidity events have occurred prior to such date. Any restricted stock units that have not become vested on the date the Reporting Person's employment is terminated for any reason shall expire on such date; provided that if the Reporting Person's employment is terminated without cause or with good reason (each as defined in the LVB Acquisition, Inc. Restricted Stock Unit Plan) during the two year period following a change in control of LVB Acquisition, Inc., all of such Reporting Person's unvested restricted stock units shall become vested as of the date of such termination of employment. Senior Vice President & Chief Financial Officer Exhibit List Exhibit 24-Power of Attorney /s/ Daniel P. Florin 2011-12-20 EX-24 2 c26102_24.htm POWER OF ATTORNEY POWER OF ATTORNEY
Exhibit 24
POWER OF ATTORNEY
     Know all by these presents, that the undersigned hereby constitutes and appoints each of Bradley J. Tandy, Jody S. Gale and Jill Clark, signing singly, the undersigned’s true and lawful attorney-in-fact to:
  (1)   prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
 
  (2)   execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of LVB Acquisition, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
 
  (3)   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
 
  (4)   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
     This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of December, 2011.
     
 
  /s/ Daniel P. Florin
 
   
 
  Signature
 
    
 
  Daniel P. Florin
 
   
 
  Print Name