ZIMMER BIOMET HOLDINGS, INC. (Form: 3, Received: 06/30/2015 16:26:20)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KKR Associates 8 NA L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/24/2015 

3. Issuer Name and Ticker or Trading Symbol

ZIMMER BIOMET HOLDINGS, INC. [ZBH]

(Last)        (First)        (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO., L.P., 9 WEST 57TH STREET SUITE 4200

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

(Street)

NEW YORK, NY 10019       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   7529640   I   See Footnotes   (1) (2) (3) (4) (5) (6) (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  KKR Biomet LLC may be deemed to indirectly beneficially own these shares of common stock of Zimmer Biomet Holdings, Inc. ("Common Stock") by virtue of the membership units of LVB Acquisition Holding, LLC ("Holding") that it holds. Holding is the holder of 30,118,560 shares of Common Stock. KKR Biomet LLC is owned by the following entities: KKR 2006 Fund L.P. (the "KKR 2006 Fund"), KKR PEI Investments, L.P. ("PEI Investments"), 8 North America Investor L.P. ("8 North America"), OPERF Co-Investment, LLC ("OPERF"), and KKR Partners III, L.P. ("KKR Partners III").
(2)  As the sole general partner of the KKR 2006 Fund and as the manager of OPERF, KKR Associates 2006 L.P. may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by the KKR 2006 Fund and by OPERF. As the sole general partner of KKR Associates 2006 L.P., KKR 2006 GP LLC may also be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by the KKR 2006 Fund and by OPERF. As the sole general partner of PEI Investments, KKR PEI Associates, L.P. may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by PEI Investments. As the sole general partner of KKR PEI Associates, L.P., KKR PEI GP Limited may also be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by PEI Investments.
(3)  As the sole general partner of 8 North America, KKR Associates 8 NA L.P. may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by 8 North America. As the sole general partner of KKR Associates 8 NA L.P., KKR 8 NA Limited may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by 8 North America.
(4)  Each of KKR Fund Holdings L.P. (as the designated member of KKR 2006 GP LLC and the sole shareholder of KKR PEI GP Limited and KKR 8 NA Limited); KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.); KKR Group Holdings L.P. (as a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited); KKR Group Limited (as the sole general partner of KKR Group Holdings L.P.); KKR & Co. L.P. (as the sole shareholder of KKR Group Limited) and KKR Management LLC (as the sole general partner of KKR & Co. L.P.) may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by the KKR 2006 Fund, OPERF, PEI Investments and 8 North America.
(5)  As the sole general partner of KKR Partners III, KKR III GP LLC may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by KKR Partners III. As the designated members of KKR Management LLC and the managers of KKR III GP LLC, Henry R. Kravis and George R. Roberts may be deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by the KKR 2006 Fund, OPERF, 8 North America, PEI Investments and KKR Partners III.
(6)  Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons state that 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 securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
(7)  Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, KKR Biomet LLC, KKR 2006 Fund L.P., KKR PEI Investments, L.P., 8 North America Investor L.P., OPERF Co-Investment, LLC, KKR Partners III, L.P., KKR Associates 2006 L.P., KKR 2006 GP LLC, KKR PEI Associates, L.P., KKR PEI GP Limited, Henry R. Kravis, George R. Roberts and KKR III GP LLC have made separate Form 3 filings.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KKR Associates 8 NA L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO.
L.P., 9 WEST 57TH STREET SUITE 4200
NEW YORK, NY 10019

X

KKR 8 NA Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO.
L.P., 9 WEST 57TH STREET SUITE 4200
NEW YORK, NY 10019

X

KKR Fund Holdings L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO.
L.P., 9 WEST 57TH STREET SUITE 4200
NEW YORK, NY 10019

X

KKR Fund Holdings GP Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO.
L.P., 9 WEST 57TH STREET SUITE 4200
NEW YORK, NY 10019

X

KKR Group Holdings L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO.
L.P., 9 WEST 57TH STREET SUITE 4200
NEW YORK, NY 10019

X

KKR Group Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO.
L.P., 9 WEST 57TH STREET SUITE 4200
NEW YORK, NY 10019

X

KKR & Co. L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO.
L.P., 9 WEST 57TH STREET SUITE 4200
NEW YORK, NY 10019

X

KKR Management LLC
C/O KOHLBERG KRAVIS ROBERTS & CO.
L.P., 9 WEST 57TH STREET SUITE 4200
NEW YORK, NY 10019

X


Signatures
**KKR ASSOCIATES 8 NA L.P. By: KKR 8 NA Limited, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 6/30/2015
** Signature of Reporting Person Date

**KKR 8 NA LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 6/30/2015
** Signature of Reporting Person Date

**KKR FUND HOLDINGS L.P. By: KKR Fund Holdings GP Limited, a general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 6/30/2015
** Signature of Reporting Person Date

**KKR FUND HOLDINGS GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 6/30/2015
** Signature of Reporting Person Date

**KKR GROUP HOLDINGS L.P. By: KKR Group Limited, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 6/30/2015
** Signature of Reporting Person Date

**KKR GROUP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 6/30/2015
** Signature of Reporting Person Date

**KKR & CO. L.P. By: KKR Management LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 6/30/2015
** Signature of Reporting Person Date

**KKR MANAGEMENT LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 6/30/2015
** 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 5(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 control number.

Exhibit 24

 

POWER OF ATTORNEY

 

Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

 

/s/ William J. Janetschek

 

Name: William J. Janetschek

 

 

Date: May 28, 2014

 

 

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