Bryan C Hanson Form 4 ZIMMER BIOMET / Bryan C Hanson 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

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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^*

Hanson Bryan C

(Last) (First) (Middle)

C/O ZIMMER, INC.

P. O. BOX 708

(Street)

WARSAW IN 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
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2020

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/13/2020		A		12,056(2)		(3)	(3)	Common Stock	12,056(2)	$0	12,056(2)	D
Restricted Stock Units	(1)	02/13/2020		A		9,716(4)		(5)	(5)	Common Stock	9,716(4)	$0	9,716(4)	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zimmer Biomet Holdings, Inc. common stock.

2. On March 20, 2018, the reporting person was granted performance-based RSUs, with the number of RSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period of 2018 - 2020, with an opportunity for interim payouts after 2018 and 2019 depending on actual performance. As determined on February 13, 2020, based on actual performance for 2018-2019, the reporting person earned 12,056 RSUs.

3. Earned RSUs will vest on March 20, 2020.

4. On February 26, 2019, the reporting person was granted performance-based RSUs, with the number of RSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period of 2019 - 2021, with an opportunity for interim payouts after 2019 and 2020 depending on actual performance. As determined on February 13, 2020, based on actual performance for 2019, the reporting person earned 9,716 RSUs.

5. Earned RSUs will vest on February 26, 2020.

Remarks:

	/s/ Heather J. Kidwell, Attorney-in-Fact for Bryan C. Hanson (power of attorney previously filed)	02/18/2020
	** 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).
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