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* Grandon Jonathan M. (Last) (First) (Middle) 56 EAST BELL DRIVE, P.O BOX 587 (Street) WARSAW IN 46581-0587 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/06/2014	3. Issuer Name and Ticker or Trading Symbol LVB Acquisition, Inc. [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	(1)	06/04/2023	Common Shares	100,000	$7.88	D
Restricted Stock Units	(2)(3)	(2)(3)	Common Shares	20,000	$0	D
Restricted Stock Units	(4)(5)	(4)(5)	Common Shares	60,000	$0	D
Restricted Stock Units	(6)(7)	(6)(7)	Common Shares	40,000	$0	D

Explanation of Responses:

1. This option became exercisable with respect to 20,000 common shares on June 1, 2014 and will become exercisable with respect to 15,000 common shares on each of June 1, 2015, June 1, 2016, June 1, 2017 and June 1, 2018. Also, the option provides for vesting with respect to 5,000 common shares on each of June 1, 2015, June 1, 2016, June 1, 2017 and June 1, 2018, provided that certain performance targets are met.

2. Each restricted stock unit ("RSU") represents the right to receive one common share in accordance with the terms and conditions of the 2012 LVB Acquisition, Inc. Restricted Stock Unit Plan ("2012 RSU Plan") and the reporting person's RSU grant agreement.

3. 3,000 of these RSUs vested on June 1, 2014 and, based on the 20,000 time-vesting RSUs granted, fifteen percent (15%) will vest on June 4, 2015; ten percent (10%) will vest on December 4, 2015; ten percent (10%) will vest on June 4, 2016; ten percent (10%) will vest on December 4, 2016; ten percent (10%) will vest on June 4, 2017; fifteen percent (15%) will vest on December 4, 2017; and fifteen percent (15%) will vest on June 4, 2018; provided that any RSUs that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date unless the reporting person's employment is terminated without cause or with good reason (each as defined in the 2012 RSU Plan) during the two year period following a change in control of LVB Acquisition, Inc., in which event all of such reporting person's unvested RSUs shall become vested as of the date of such termination of employment.

4. Each RSU represents the right to receive one common share in accordance with the terms and conditions of the 2012 RSU Plan and the reporting person's RSU grant agreement. 30,000 of the RSUs vest to the extent certain liquidity events have occurred, provided that any RSUs that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date.

5. None of these RSUs have vested and, based on the 30,000 time-vesting RSUs granted, fifteen percent (15%) will vest on April 17, 2015; fifteen percent (15%) will vest on April 17, 2016; ten percent (10%) will vest on October 17, 2016; ten percent (10%) will vest on April 17, 2017; ten percent (10%) will vest on October 17, 2017; ten percent (10%) will vest on April 17, 2018; fifteen percent (15%) will vest on October 17, 2018; and fifteen percent (15%) will vest on April 17, 2019; provided that any RSUs that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date unless the reporting person's employment is terminated without cause or with good reason (each as defined in the 2012 RSU Plan) during the two year period following a change in control of LVB Acquisition, Inc., in which event all of such reporting person's unvested RSUs shall become vested as of the date of such termination of employment.

6. Each RSU represents the right to receive one common share in accordance with the terms and conditions of the 2012 RSU Plan and the reporting person's RSU grant agreement. 20,000 of the RSUs vest to the extent certain liquidity events have occurred, provided that any RSUs that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date.

7. None of these RSUs have vested and, based on the 20,000 time-vesting RSUs granted, fifteen percent (15%) will vest on October 5, 2015; fifteen percent (15%) will vest on October 5, 2016; ten percent (10%) will vest on April 5, 2017; ten percent (10%) will vest on October 5, 2017; ten percent (10%) will vest on April 5, 2018; ten percent (10%) will vest on October 5, 2018; fifteen percent (15%) will vest on April 5, 2019; and fifteen percent (15%) will vest on October 5, 2019; provided that any RSUs that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date unless the reporting person's employment is terminated without cause or with good reason (each as defined in the 2012 RSU Plan) during the two year period following a change in control of LVB Acquisition, Inc., in which event all of such reporting person's unvested RSUs shall become vested as of the date of such termination of employment.

Remarks:

Senior Vice President and General Counsel

	/s/ Jonathan M. Grandon	11/17/2014
	** Signature of Reporting Person	Date
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