0000903423-15-000410.txt : 20150626 0000903423-15-000410.hdr.sgml : 20150626 20150626202603 ACCESSION NUMBER: 0000903423-15-000410 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: Saleh Hadi CENTRAL INDEX KEY: 0001602406 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54505 FILM NUMBER: 15956465 MAIL ADDRESS: STREET 1: 56 EAST BELL DRIVE STREET 2: P.O. BOX 587 CITY: WARSAW STATE: IN ZIP: 46581 4 1 haleh.xml OWNERSHIP DOCUMENT X0306 4 2015-06-24 1 0001402366 LVB Acquisition, Inc. NONE 0001602406 Saleh Hadi 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 7500 D 0 D Employee Stock Options (Right to Buy) 7.88 2015-06-24 4 D 0 110000 D 2022-07-31 Common Shares 110000 0 D Employee Stock Options (Right to Buy) 7.88 2015-06-24 4 D 0 100000 D 2022-11-07 Common Shares 140000 0 D Restricted Stock Units 0.00 2015-06-24 4 D 0 140000 D Common Shares 140000 0 D Restricted Stock Units 0.00 2015-06-24 4 D 0 110000 D Common Shares 110000 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 and President, International Operations /s/ Jonathan Grandon as Attorney-in-Fact for Hadi Saleh 2015-06-26