0000903423-15-000404.txt : 20150626
0000903423-15-000404.hdr.sgml : 20150626
20150626202035
ACCESSION NUMBER: 0000903423-15-000404
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150624
FILED AS OF DATE: 20150626
DATE AS OF CHANGE: 20150626
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LVB Acquisition, Inc.
CENTRAL INDEX KEY: 0001402366
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 000000000
FISCAL YEAR END: 0531
BUSINESS ADDRESS:
STREET 1: CORPORATION TRUST CENTER
STREET 2: 1209 ORANGE ST.
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-750-8300
MAIL ADDRESS:
STREET 1: CORPORATION TRUST CENTER
STREET 2: 1209 ORANGE ST.
CITY: WILMINGTON
STATE: DE
ZIP: 19801
FORMER COMPANY:
FORMER CONFORMED NAME: LVB Acquisition, LLC
DATE OF NAME CHANGE: 20070607
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Barney Robin Tavares
CENTRAL INDEX KEY: 0001536871
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54505
FILM NUMBER: 15956455
MAIL ADDRESS:
STREET 1: C/O BIOMET, INC.
STREET 2: P.O. BOX 587
CITY: WARSAW
STATE: IN
ZIP: 46581-0587
4
1
barney.xml
OWNERSHIP DOCUMENT
X0306
4
2015-06-24
1
0001402366
LVB Acquisition, Inc.
NONE
0001536871
Barney Robin Tavares
C/O BIOMET, INC.
56 EAST BELL DRIVE, P.O. BOX 587
WARSAW
IN
46581-0587
0
1
0
0
See Remarks
Common Shares
2015-06-24
4
D
0
55000
D
0
D
Employee Stock Options (Right to Buy)
7.88
2015-06-24
4
D
0
665000
D
2022-07-31
Common Shares
665000
0
D
Restricted Stock Units
0.00
2015-06-24
4
D
0
390000
D
Common Shares
390000
0
D
On June 24, 2015, Zimmer Holdings, Inc., a Delaware corporation ("Zimmer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Zimmer and Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zimmer ("Merger Sub"), dated as of April 24, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Zimmer (the "Merger").
Pursuant to the Merger Agreement, on June 24, 2015, the effective date of the Merger, each share held by the reporting person was exchanged for $8.94 in cash, without interest (the "Cash Consideration"), and 0.0562 shares of Zimmer common stock (the "Stock Consideration").
This option was partially vested at the effective time of the Merger. The vested portion of this option was deemed exercised through net-share settlement and the underlying shares deemed exchanged for $8.94 in Cash Consideration and 0.0562 shares in Stock Consideration.
This option was partially vested at the effective time of the Merger. The unvested portion of this option was canceled and converted into the right to receive $3.88 in Cash Consideration and 0.024 shares in Stock Consideration.
Each restricted stock unit, which was unvested at the effective time of the Merger, was canceled and converted into the right to receive $8.94 in Cash Consideration and 0.0562 shares in Stock Consideration.
N/A
The Board of Directors of the Issuer has adopted resolutions exempting the disposition of the Issuer's shares, options and restricted stock units reported on this Form 4 by the Reporting Person pursuant to rule 16b-3 under the Exchange Act.
Senior Vice President, World Wide Operations
/s/ Jonathan Grandon as Attorney-in-Fact for Robin T. Barney
2015-06-26