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 Shares | 15,000 | D |
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 | ||||
Employee Stock Options (Right to Buy) | (1) | 10/05/2019 | Common Shares | 714,000 | $10 | D | |
Restricted Stock Units | (2)(3) | (2)(3) | Common Shares | 175,000 | $0 | D |
Explanation of Responses: |
1. This option is currently exercisable with respect to 442,000 common shares and will become exercisable with respect to 119,000 common shares on each of May 1, 2012 and May 1, 2013 and 34,000 common shares on May 1, 2014. |
2. 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. |
3. 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 |
Remarks: |
Senior Vice President and Group President, Biomet Orthopedics Exhibit List Exhibit 24 - Power of Attorney |
/s/ Jon C. Serbousek | 12/20/2011 | |
** 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. |