SEC FORM 3

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^*

Cucolo Joseph A.

(Last)

(First)

(Middle)

C/O ZIMMER, INC.

P. O. BOX 708

(Street)

WARSAW

46580

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/04/2012

3. Issuer Name and Ticker or Trading Symbol
ZIMMER HOLDINGS INC [ ZMH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Americas Sales

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)
Common Stock	8,404	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Stock Units⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	5,420	⁽²⁾	D
Phantom Stock Appreciation Right Units⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁵⁾	⁽²⁾	D

Explanation of Responses:

1. The phantom stock units and phantom stock appreciation right units were accrued under the Zimmer Holdings, Inc. ("Company") Independent Sales Representatives Deferred Annual Final Compensation and Equity Incentive Plan.

2. The Conversion or Exercise Price of Derivative Security is 1-for-1.

3. Phantom stock units are to be settled in shares of Company common stock in five annual installments following separation of service with the Company.

4. The phantom stock appreciation right units are to be settled in shares of Company common stock at the earlier of separation of service with the Company or January 31, 2016 with the number of shares determined as provided in footnote 5. Any shares would be issued in five annual installments following separation of service with the Company.

5. The number of shares of Common Stock to be issued in settlement of the phantom stock appreciation right units will be equal to 5,757 multiplied by ($70.48 minus the average of the high and low sales prices of Company common stock on the settlement date) and then divided by such average price. If the average price is less than or equal to $70.48, no shares would be issued in settlement.

Remarks:

	Heather J. Kidwell, Attorney-in-Fact for Joseph A. Cucolo (power of attorney attached)	09/06/2012
	** 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).
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