LVB Acquisition, Inc. 4
4 · LVB Acquisition, Inc. · Filed Jun 26, 2015
Insider Transaction Report
Form 4
Jones Adrian M
Director
Transactions
- Disposition to Issuer
Common Stock
2015-06-24−130,845,980→ 0 total(indirect: See Footnotes)
Footnotes (7)
- [F1]The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities herein except to the extent of his pecuniary interest therein, if any.
- [F2]Immediately prior to the Merger, GS Group and Goldman Sachs may have been deemed to beneficially own indirectly 130,845,980 shares of Common Stock, par value $0.01 per share (the "Common Stock") of LVB Acquisition, Inc. , a Delaware corporation (the "Issuer"), by reason of the indirect beneficial ownership of such shares by certain investment partnerships (the "GS Entities"). Immediately prior to the Merger, the GS Entities may have been deemed to beneficially own indirectly 130,845,980 shares of Common Stock in the aggregate by reason of the direct beneficial ownership of such shares by, and their aggregate direct ownership of 1,308,419.15815 membership units in, LVB Acquisition Holding, LLC ("Holding"). The membership interests of Holding are held by a private investor group, which includes the GS Entities.
- [F3]On June 24, 2015, Zimmer Holdings, Inc., (subsequently renamed Zimmer Biomet Holdings, Inc.), a Delaware corporation ("Zimmer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Zimmer and Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zimmer ("Merger Sub"), dated as of April 24, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Zimmer (the "Merger"). Pursuant to the Merger Agreement, on June 24, 2015, the effective date of the Merger, each share of Common Stock was exchanged for $8.94 in cash and 0.0562 shares of Zimmer common stock (the "Merger Consideration").
- [F4]The Reporting Person did not directly receive any Merger Consideration because he did not directly own any securities prior to the Merger.
- [F5]Following the Merger, affiliates of the GS Entities hold zero shares of Common Stock.
- [F6]Goldman Sachs is the investment manager of certain of the GS Entities. Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner or investment manager of the GS Entities.
- [F7]The Board of Directors of the Issuer has adopted resolutions exempting the disposition of the Issuer's shares of Common Stock reported on this Form 4 by the Reporting Person pursuant to Rule 16b-3 under the Exchange Act.