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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/28/2011 |
3. Issuer Name and Ticker or Trading Symbol
LVB Acquisition, Inc. [ NONE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 61,012,316.5 | I | See Footnotes(1)(2)(3)(4)(5) |
Common Stock | 9,773,455.1 | I | See Footnotes(1)(2)(3)(4)(5) |
Common Stock | 28,905,000 | I | See Footnotes(1)(2)(3)(4)(5) |
Common Stock | 1,373,175 | I | See Footnotes(1)(2)(3)(4)(5) |
Common Stock | 2,171,255.3 | I | See Footnotes(1)(2)(3)(4)(5) |
Common Stock | 229,127.3 | I | See Footnotes(1)(2)(3)(4)(5) |
Common Stock | 27,377,586.6 | I | See Footnotes(1)(2)(3)(4)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Blackstone Funds (as defined below) hold 1,308,419.15815 membership units of LVB Acquisition Holding, LLC ("Holding"), the beneficial owner of 536,034,330 common shares of LVB Acquisition, Inc. (which are reported in a separate Form 3 filing), including (i) 610,123.16500 membership units of Holding held by Blackstone Capital Partners V, L.P., (ii) 97,734.55100 membership units of Holding held by Blackstone Capital Partners V-AC L.P., (iii) 289,050.00000 membership units of Holding held by BCP V-S L.P., (iv) 13,731.75000 membership units of Holding held by Blackstone Family Investment Partnership V L.P., (v) 21,712.55300 membership units of Holding held by Blackstone Family Investment Partnership V-SMD L.P., (vi) 2,291.27315 membership units of Holding held by Blackstone Participation Partnership V L.P., and (vii) 273,775.86600 membership units of Holding held by BCP V Co-Investors L.P., (collectively, the "Blackstone Funds"). |
2. Blackstone Management Associates V L.L.C is the general partner of each of Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., BCP V-S L.P., and BCP V Co-Investors L.P. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. BCP V Side-By-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership V L.P. and Blackstone Participation Partnership V L.P. Blackstone Family GP L.L.C. is the general partner of Blackstone Family Investment Partnership V-SMD L.P. |
3. Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA V L.L.C. and the sole member of BCP V Side-By-Side GP L.L.C. Blackstone Holdings III GP L.P is the general partner of Blackstone Holdings III L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. |
4. Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the membership units beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such membership units except to the extent of its or his indirect pecuniary interest therein. |
5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons state that this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities reported herein. |
Remarks: |
Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, Blackstone Management Associates V L.L.C., BMA V L.L.C., BCP V Side-By-Side GP L.L.C., Blackstone Family GP L.L.C., Blackstone Holdings III L.P., Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman have filed a separate Form 3. |
Blackstone Capital Partners V L.P. By: Blackstone Management Associates V L.L.C., its General Partner By: BMA V L.L.C., its Sole Member By: /s/ John G. Finley Title: Chief Legal Officer | 12/21/2011 | |
Blackstone Capital Partners V-AC L.P. By: Blackstone Management Associates V L.L.C., its General Partner By: BMA V L.L.C., its Sole Member By: /s/ John G. Finley Title: Chief Legal Officer | 12/21/2011 | |
BCP V-S L.P. By: Blackstone Management Associates V L.L.C., its General Partner By: BMA V L.L.C., its Sole Member By: /s/ John G. Finley Title: Chief Legal Officer | 12/21/2011 | |
Blackstone Family Investment Partnership V L.P. By: BCP V Side-by-Side GP L.L.C., its General Partner By: /s/ John G. Finley Title: Chief Legal Officer | 12/21/2011 | |
Blackstone Family Investment Partnership V-SMD L.P. By: Blackstone Family GP L.L.C., its General Partner By: /s/ John G. Finley Title: Chief Legal Officer | 12/21/2011 | |
Blackstone Participation Partnership V L.P. By: BCP V Side-by-Side GP L.L.C., its General Partner By: /s/ John G. Finley Title: Chief Legal Officer | 12/21/2011 | |
BCP V Co-Investors L.P. By: Blackstone Management Associates V L.L.C., its General Partner By: BMA V L.L.C., its Sole Member By: /s/ John G. Finley Title: Chief Legal Officer | 12/21/2011 | |
** 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. |