BCP V-S L P Form 4 ZIMMER BIOMET / CAPITAL PARTNERS V L P BLACKSTONE ownership change

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BLACKSTONE CAPITAL PARTNERS V L P

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	02/10/2016		S		3,428,144	D	$95.91⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	02/10/2016		S		549,148	D	$95.91⁽¹⁾	0	I	See Footnotes⁽³⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	02/10/2016		S		1,624,106	D	$95.91⁽¹⁾	0	I	See Footnotes⁽⁴⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	02/10/2016		S		181,782	D	$95.91⁽¹⁾	0	I	See Footnotes⁽⁵⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	02/10/2016		S		17,370	D	$95.91⁽¹⁾	0	I	See Footnotes⁽⁶⁾⁽⁹⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	02/10/2016		S		12,874	D	$95.91⁽¹⁾	0	I	See Footnotes⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾
Common Stock	02/10/2016		S		1,538,284	D	$95.91⁽¹⁾	0	I	See Footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾

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)

1. Name and Address of Reporting Person^*

BLACKSTONE CAPITAL PARTNERS V L P

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Capital Partners V-AC L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCP V-S L P

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Family Investment Partnership V L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-SMD L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Participation Partnership V L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCP V CO-INVESTORS L.P.

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK,

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. This amount represents the sale price per share of common stock of Zimmer Biomet Holdings, Inc. (the "Common Stock") received by the Reporting Persons in connection with an underwritten secondary offering that closed on February 10, 2016.

2. Reflects shares of Common Stock directly held by Blackstone Capital Partners V L.P.

3. Reflects shares of Common Stock directly held by Blackstone Capital Partners V-AC L.P.

4. Reflects shares of Common Stock directly held by BCP V-S L.P.

5. Reflects shares of Common Stock directly held by Blackstone Family Investment Partnership V L.P.

6. Reflects shares of Common Stock directly held by Blackstone Family Investment Partnership V-SMD L.P.

7. Reflects shares of Common Stock directly held by Blackstone Participation Partnership V L.P.

8. Reflects shares of Common Stock directly held by BCP V Co-Investors L.P.

9. Collectively, Blackstone Capital Partners V, L.P., Blackstone Capital Partners V-AC L.P., BCP V-S L.P., Blackstone Family Investment Partnership V L.P., Blackstone Family Investment Partnership V-SMD L.P., Blackstone Participation Partnership V L.P. and BCP V Co-Investors L.P. shall be referred to as the "Blackstone Funds". The shares reported on this Form 4 were previously reported as indirectly beneficially owned by the Blackstone Funds as a result of their ownership of membership units of LVB Acquisition Holding, LLC ("Holding"). On February 4, 2016, Holding made a pro rata distribution of the shares of Common Stock directly owned by it to its members. In connection with the distribution, fractional shares of Common Stock equivalent to 4.14 shares of Common Stock were liquidated on behalf of the Blackstone Funds. The Blackstone Funds received cash in lieu of such fractional shares.

10. Blackstone Management Associates V L.L.C is the general partner of each of Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., BCP V-S L.P., and BCP V Co-Investors L.P. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. BCP V Side-By-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership V L.P. and Blackstone Participation Partnership V L.P. Blackstone Family GP L.L.C. is the general partner of Blackstone Family Investment Partnership VSMD L.P.

11. Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA V L.L.C. and the sole member of BCP V Side-By-Side GP L.L.C. Blackstone Holdings III GP L.P is the general partner of Blackstone Holdings III L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P.

12. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman.

13. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

14. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

15. Each of such Blackstone entities (other than the Blackstone Funds to the extent of their direct holdings) and Mr. Schwarzman may be deemed to beneficially own the shares of Common Stock beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:

	BLACKSTONE CAPITAL PARTNERS V L.P., By: Blackstone Management Associates V L.L.C., its General Partner, By: BMA V L.L.C. its Sole Member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	02/12/2016
	BLACKSTONE CAPITAL PARTNERS V-AC L.P., By: Blackstone Management Associates V L.L.C., its General Partner, By: BMA V L.L.C. its Sole Member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	02/12/2016
	BCP V-S L.P., By: Blackstone Management Associates V L.L.C., its General Partner, By: BMA V L.L.C. its Sole Member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	02/12/2016
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V L.P., By: BCP V Side-by-Side GP L.L.C., its General Partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	02/12/2016
	BLACKSTONE PARTICIPATION PARTNERSHIP V L.P., By: BCP V Side-by-Side GP L.L.C., its General Partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	02/12/2016
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-SMD L.P., By: Blackstone Family GP L.L.C., its General Partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	02/12/2016
	BCP V CO-INVESTORS L.P., By: Blackstone Management Associates V L.L.C., its General Partner, By: BMA V L.L.C., its Sole Member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	02/12/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

BCP V-S L P Form 4ZIMMER BIOMET / CAPITAL PARTNERS V L P BLACKSTONE ownership change