Sang Yi Form 4 ZIMMER BIOMET / Sang Yi 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^*

Yi Sang

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Asia Pacific

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2017

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
Common Stock	06/09/2017		M		6,097	A	$73.15	10,885(1)	D
Common Stock	06/09/2017		M		3,550	A	$74.9	14,435	D
Common Stock	06/09/2017		M		3,310	A	$94.34	17,745	D
Common Stock	06/09/2017		S		6,097	D	$124.8599(2)	11,648	D
Common Stock	06/09/2017		S		3,550	D	$124.8614(3)	8,098	D
Common Stock	06/09/2017		S		3,310	D	$124.864(4)	4,788	D
Common Stock	06/09/2017		S		474	D	$124.9301	4,314	D
Common Stock	06/12/2017		S		4,300	D	$123.6157(5)	14	D

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
Employee Stock Option (right to buy)	$73.15	06/09/2017		M			6,097	(6)	03/18/2023	Common Stock	6,097	$0	0	D
Employee Stock Option (right to buy)	$74.9	06/09/2017		M			3,550	(7)	04/01/2023	Common Stock	3,550	$0	0	D
Employee Stock Option (right to buy)	$94.34	06/09/2017		M			3,310	(8)	03/17/2024	Common Stock	3,310	$0	1,655	D

Explanation of Responses:

1. Includes 1 share acquired under the Zimmer Biomet Holdings, Inc. (the "Company") Employee Stock Purchase Plan on May 1, 2017 and 6 shares purchased on April 28, 2017 under the dividend reinvestment plan for the Company's common stock.

2. Represents the sale of 6,097 shares in multiple transactions ranging in price from $124.40 to $125.33 per share, resulting in a weighted average sale price of $124.8599. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

3. Represents the sale of 3,550 shares in multiple transactions ranging in price from $124.40 to $125.33 per share, resulting in a weighted average sale price of $124.8614. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

4. Represents the sale of 3,310 shares in multiple transactions ranging in price from $124.42 to $125.30 per share, resulting in a weighted average sale price of $124.864. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

5. Represents the sale of 4,300 shares in multiple transactions ranging in price from $123.415 to $123.72 per share, resulting in a weighted average sale price of $123.6157. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

6. 3,049 options vested on March 18, 2016; and 3,048 options vested on March 18, 2017.

7. 1,775 options vested on each of April 1, 2016 and 2017.

8. 1,655 options vested on each of March 17, 2016 and 2017; and the remaining 1,655 of the options are scheduled to vest on March 17, 2018.

Remarks:

	/s/ Heather J. Kidwell, Attorney-in-Fact for Sang Yi (power of attorney previously filed)	06/13/2017
	** 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).
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