X0204 3 2011-11-28 0 0001402366 LVB Acquisition, Inc. NONE 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG CAPITAL L.P. 301 COMMERCE ST. SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG CAPITAL, L.P. 301 COMMERCE ST. SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner 0001099776 COULTER JAMES G C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 0 1 Former 10% Owner Common Shares 536034330 I See Explanation of Responses David Bonderman and James G. Coulter are directors, officers and sole stockholders of TPG Group Holdings (SBS) Advisors, Inc. (together with David Bonderman and James G. Coulter the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC ("TPG Holdings I-A"), which is the general partner of TPG Holdings I, L.P. ("TPG Holdings, I"). TPG Holdings I is the sole member of each of TPG Gen Par IV Advisors, LLC ("TPG Advisors IV") and TPG GenPar V Advisors, LLC ("TPG Advisors V"). TPG Advisors IV is the general partner of TPG GenPar IV, L.P. ("TPG GenPar IV"), which is the general partner of TPG Partners IV, L.P. ("TPG Partners IV"). (continued in footnote 2) TPG Advisors V is the general partner of TPG GenPar V, L.P. ("TPG GenPar V"), which is the (i) general partner of each of TPG Partners V, L.P. ("TPG Partners V"), TPG FOF V-A, L.P. ("TPG FOF A"), TPG FOF V-B, L.P. ("TPG FOF B") and (ii) the managing member of each of TPG LVB Co-Invest LLC ("TPG Co-Invest I") and TPG LVB Co-Invest II LLC ("TPG Co-Invest II" and, together with TPG Partners IV, TPG Partners V, TPG FOF A, TPG FOF B and TPG Co-Invest I, individually, a "TPG Fund" and collectively the "TPG Funds"). The TPG Funds in the aggregate hold 1,308,419.15815 membership units of LVB Acquisition Holding, LLC ("LVB Acquisition Holding"), the direct holder of the reported securities. Because of the Reporting Persons' relationship to the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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 Shares beneficially owned in excess of their respective pecuniary interests. (5) The Reporting Persons are jointly filing this Form 3 under Exchange Act Rule 16a-3(j). (6) Ronald Cami is signing on behalf of Messrs. Bonderman and Coulter pursuant to the letters dated July 1, 2010, which were previously filed with the Securities and Exchange Commission. Ronald Cami on behalf of David Bonderman (5)(6) 2011-12-21 Ronald Cami on behalf of James G. Coulter (5)(6) 2011-12-21 Ronald Cami Vice President, TPG Group Holdings (SBS) Advisors, Inc. (5) 2011-12-21