0000903423-15-000423.txt : 20150630 0000903423-15-000423.hdr.sgml : 20150630 20150630165300 ACCESSION NUMBER: 0000903423-15-000423 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150624 FILED AS OF DATE: 20150630 DATE AS OF CHANGE: 20150630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZIMMER BIOMET HOLDINGS, INC. CENTRAL INDEX KEY: 0001136869 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 134151777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 BUSINESS PHONE: 5742676131 MAIL ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 FORMER COMPANY: FORMER CONFORMED NAME: ZIMMER HOLDINGS INC DATE OF NAME CHANGE: 20010315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 15961915 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 15961916 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 15961917 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 3 1 tpgzimmer.xml OWNERSHIP DOCUMENT X0206 3 2015-06-24 0 0001136869 ZIMMER BIOMET HOLDINGS, INC. ZBH 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock 7351712.14 I See Footnotes David Bonderman and James G. Coulter are officers and sole stockholders of TPG Group Holdings (SBS) Advisors, Inc. (together with David Bonderman and James G. Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC ("TPG Holdings I-A"), which is the general partner of TPG Holdings I, L.P., which is the sole member of each of TPG Gen Par IV Advisors, LLC ("TPG Advisors IV") and TPG GenPar V Advisors, LLC ("TPG Advisors V"). TPG Advisors IV is the general partner of TPG GenPar IV, L.P. ("TPG GenPar IV"), which is the general partner of TPG Partners IV, L.P. ("TPG Partners IV"). TPG Advisors V is the general partner of TPG GenPar V, L.P. ("TPG GenPar V"), which is the (i) general partner of each of TPG Partners V, L.P. ("TPG Partners V"), TPG FOF V-A, L.P. ("TPG FOF A") and TPG FOF V-B, L.P. ("TPG FOF B") and (ii) managing member of each of TPG LVB Co-Invest LLC ("TPG Co-Invest I") and TPG LVB Co-Invest II LLC ("TPG Co-Invest II" and, together with TPG Partners IV, TPG Partners V, TPG FOF A, TPG FOF B and TPG Co-Invest I, the "TPG Funds"). The TPG Funds in the aggregate hold 1,308,419.15815 membership units of LVB Acquisition Holding, LLC ("LVB Holding"), the direct holder of the reported securities. Because of the Reporting Persons' relationship to the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any. Because of the Reporting Persons' relationship to LVB Holding, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the securities held in the aggregate by LVB Holding. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the securities held by LVB Holding or any future distributees, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any Shares beneficially owned in excess of their respective pecuniary interests. (6) The Reporting Persons are jointly filing this Form 3 under Exchange Act Rule 16a-3(j). (7) Clive Bode is signing on behalf of Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. /s/ Clive Bode on behalf of David Bonderman (6)(7) 2015-06-30 /s/ Clive Bode on behalf of James G. Coulter (6)(7) 2015-06-30 /s/ Clive Bode, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 2015-06-30