Statement of Changes in Beneficial Ownership (4)
December 06 2022 - 4:25PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
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Tornos Ivan |
2. Issuer Name and Ticker or Trading Symbol
ZIMMER BIOMET HOLDINGS, INC.
[
ZBH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
345 E. MAIN STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/3/2022 |
(Street)
WARSAW, IN 46580
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/3/2022 | | M | | 1123 | A | $0 | 14331 (1) | D | |
Common Stock | 12/3/2022 | | F | | 453 (2) | D | $122.76 | 13878 | D | |
Common Stock | 12/3/2022 | | M | | 954 | A | $0 | 14832 | D | |
Common Stock | 12/3/2022 | | F | | 462 (2) | D | $122.76 | 14370 | D | |
Common Stock | 12/3/2022 | | M | | 1571 | A | $0 | 15941 | D | |
Common Stock | 12/3/2022 | | F | | 869 (2) | D | $122.76 | 15072 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (3) | 12/3/2022 | | M | | | 1123 | 12/3/2022 (4) | (4) | Common Stock | 1123 | $0 | 0 | D | |
Restricted Stock Units | (3) | 12/3/2022 | | M | | | 954 | 12/3/2022 (4) | (4) | Common Stock | 954 | $0 | 0 | D | |
Restricted Stock Units | (3) | 12/3/2022 | | M | | | 1571 | 12/3/2022 (4) | (4) | Common Stock | 1571 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Includes 203 shares acquired under the Zimmer Biomet Holdings, Inc. Employee Stock Purchase Plan since December 7, 2021. |
(2) | Represents shares withheld by Zimmer Biomet Holdings, Inc. to satisfy tax withholding obligations on the vesting of restricted stock units ("RSUs"). |
(3) | Each RSU represents a contingent right to receive one share of Zimmer Biomet Holdings, Inc. common stock. |
(4) | On December 3, 2018, the reporting person received three grants of RSUs that vested in increments of 25% each year, commencing December 3, 2019. In connection with Zimmer Biomet Holdings, Inc.'s spinoff of ZimVie Inc. on March 1, 2022, the remaining RSUs in the grants were adjusted to preserve the intrinsic value of such units by multiplying each RSU by an equity exchange ratio and rounded up to the nearest whole unit. The remaining 25% of the RSUs, as so adjusted, vested on December 3, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tornos Ivan 345 E. MAIN STREET WARSAW, IN 46580 |
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| Chief Operating Officer |
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Signatures
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Matthew St. Louis, Attorney-in-Fact for Ivan Tornos | | 12/6/2022 |
**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 control number. |
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