LVB Acquisition, Inc. (Form: 3, Received: 12/23/2011 16:19:55)
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)
11/28/2011 

3. Issuer Name and Ticker or Trading Symbol

LVB Acquisition, Inc. [NONE]

(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   134008582.5   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 LVB Acquisition, Inc. ("Common Stock") by virtue of the 1,340,085.82482 membership units of LVB Acquisition Holding, LLC ("Holding") that it holds. Holding is the holder of 536,034,330 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 Person states 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. Exhibit 99.1 - Notes (8) to (17).

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: /s/ Richard J. Kreider, as authorized signatory (8) 12/23/2011
** Signature of Reporting Person Date

**KKR 8 NA Limited By: /s/ Richard J. Kreider, as authorized signatory (9) 12/23/2011
** Signature of Reporting Person Date

**KKR Fund Holdings L.P. By: /s/ Richard J. Kreider, as authorized signatory (10) 12/23/2011
** Signature of Reporting Person Date

**KKR Fund Holdings GP Limited By: /s/ Richard J. Kreider, as authorized signatory (11) 12/23/2011
** Signature of Reporting Person Date

**KKR Group Holdings L.P. By: /s/ Richard J. Kreider, as authorized signatory (12) 12/23/2011
** Signature of Reporting Person Date

**KKR Group Limited By: /s/ Richard J. Kreider, as authorized signatory (13) 12/23/2011
** Signature of Reporting Person Date

**KKR & Co. L.P. By: /s/ Richard J. Kreider, as attorney-in-fact for Henry R. Kravis (14) 12/23/2011
** Signature of Reporting Person Date

**KKR & Co. L.P. By: /s/ Richard J. Kreider, as attorney-in-fact for George R. Roberts (15) 12/23/2011
** Signature of Reporting Person Date

**KKR Management LLC By: /s/ Richard J. Kreider, as attorney-in-fact for Henry R. Kravis (16) 12/23/2011
** Signature of Reporting Person Date

**KKR Management LLC By: /s/ Richard J. Kreider, as attorney-in-fact for George R. Roberts (17) 12/23/2011
** 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 99.1

 

(8) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the sole shareholder of KKR 8 NA Limited, the sole general partner of KKR Associates 8 NA L.P.

 

(9) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the sole shareholder of KKR 8 NA Limited.

 

(10) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P.

 

(11) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Fund Holdings GP Limited.

 

(12) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Group Limited, the general partner of KKR Group Holdings L.P.

 

(13) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Group Limited.

 

(14) Mr. Kreider is signing in his capacity as attorney-in-fact for Henry R. Kravis, a designated member of KKR Management LLC, the general partner of KKR & Co. L.P.

 

(15) Mr. Kreider is signing in his capacity as attorney-in-fact for George R. Roberts, a designated member of KKR Management LLC, the general partner of KKR & Co. L.P.

 

(16) Mr. Kreider is signing in his capacity as attorney-in-fact for Henry R. Kravis.

 

(17) Mr. Kreider is signing in his capacity as attorney-in-fact for George R. Roberts.

 


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