SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DVORAK DAVID C

(Last)

(First)

(Middle)

C/O ZIMMER, INC.

P. O. BOX 708

(Street)

WARSAW

46580

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZIMMER BIOMET HOLDINGS, INC. [ ZBH ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/08/2016		M		20,464⁽¹⁾	A	$71.06	254,627⁽²⁾	D
Common Stock	01/08/2016		S		16,237⁽³⁾	D	$102.71⁽⁴⁾	238,390	D
Common Stock	01/08/2016		M		34,536⁽¹⁾	A	$71.06	272,926	D
Common Stock	01/08/2016		S		28,424⁽³⁾	D	$102.32⁽⁵⁾	244,502	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$71.06	01/08/2016		M			20,464	⁽⁶⁾	01/18/2016	Common Stock	20,464	$0	34,536	D
Employee Stock Option (right to buy)	$71.06	01/08/2016		M			34,536	⁽⁶⁾	01/18/2016	Common Stock	34,536	$0	0	D

Explanation of Responses:

1. Securities acquired pursuant to a written plan intended to comply with Rule 10b5-1(c)(1) adopted by Mr. Dvorak on September 4, 2015.

2. Includes 162 shares acquired under the Zimmer Biomet Holdings, Inc. Employee Stock Purchase Plan between April 27, 2015 and November 2, 2015.

3. Securities sold to cover option exercise cost, taxes and fess pursuant to a written plan intended to comply with Rule 10b5-1(c)(1) adopted by Mr. Dvorak on September 4, 2015.

4. Represents the sale of 16,237 shares in multiple transactions, ranging in price from $102.20 to $103.04 per share, resulting in a weighted average sale price of $102.71. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

5. Represents the sale of 28,424 shares in multiple transactions, ranging in price from $101.8301 to $102.65 per share, resulting in a weighted average sale price of $102.32. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

6. Vested annually over four years in increments of 25% each year commencing on January 18, 2007.

Remarks:

	/s/ Heather J. Kidwell, Attorney-in-Fact for David C. Dvorak (power of attorney previously filed)	01/12/2016
	** 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 4 (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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