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^*

BEGLEY CHRISTOPHER B

(Last)

(First)

(Middle)

345 E. MAIN STREET

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2022

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)

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)
Phantom Stock Units⁽¹⁾	$115.13⁽²⁾	05/13/2022		A		500		⁽³⁾	⁽³⁾	Common Stock	500	$0	15,182.395⁽⁴⁾	D
Restricted Stock Units	⁽²⁾	05/13/2022		A		1,129.158		⁽⁵⁾	⁽⁵⁾	Common Stock	1,129.158	$0	11,664.158⁽⁶⁾	D

Explanation of Responses:

1. The phantom stock units were accrued under the Zimmer Biomet Holdings, Inc. (the "Company") Deferred Compensation Plan for Non-Employee Directors.

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

3. These units are to be settled in shares of Company common stock within sixty days after cessation of the reporting person's service as a Director.

4. Includes 27.313 phantom stock units accrued on April 29, 2022 under the dividend reinvestment provision of the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.

5. The Restricted Stock Units are immediately 100% vested and will be subject to mandatory deferral until the later of (1) the reporting person's termination of service as a Director or (2) the date that is three years after the grant date.

6. Includes Restricted Stock Units granted in prior years that are subject to different mandatory deferral periods. Also reflects the adjustments that occurred as of March 1, 2022 in connection with the spinoff of ZimVie Inc. In connection with the spinoff, each then outstanding Restricted Stock Unit was adjusted to preserve the intrinsic value of such award by multiplying it by an equity exchange ratio, rounded up to the nearest whole unit.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Christopher B. Begley (power of attorney previously filed)	05/17/2022
	** Signature of Reporting Person	Date
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