UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~June 6, 2016~~

Date of Report (Date of earliest event reported): July 18, 2016 (July 13, 2016)

LDR HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation) 001-36095 (Commission File Number) 20-3933262 (IRS Employer Identification No.)


DELAWARE	001-36095	20-3933262
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13785 Research Boulevard, Suite 200 Austin, Texas 78750		78750
(Address of Principal Executive Offices)		(Zip Code)

13785 Research Boulevard, Suite 200 Austin, Texas 78750 (Address of Principal Executive Offices) 78750 (Zip Code)

Registrant’s telephone number including area code: (512) 344-3333

No change since last report

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section 1~~Item –2.01. ~~Registrant’s~~Completion ~~Business~~of ~~and~~Acquisition ~~Operations~~or Disposition of Assets.

~~Item~~As ~~1.01~~previously ~~Entry~~disclosed in the Current Report on Form 8-K filed by LDR Holding Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (“SEC”) on June 7, 2016, the Company entered into an Agreement and Plan of Merger, dated as of June 6, 2016 (the “Merger Agreement”), with Zimmer Biomet Holdings, Inc., a ~~Material~~Delaware ~~Definitive~~corporation (“Parent”), and LH Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on June 14, 2016, Merger Sub commenced an offer (the “Offer”) to purchase the Company’s outstanding shares of common stock, par value $0.001 per share (the “Shares”), for a price of $37.00 per Share (the “Offer Price”), net to the seller in cash, without interest, less any deductions or withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 14, 2016 (together with any amendments and supplements thereto, the “Offer to Purchase”), and the related letter of transmittal that accompanied the Offer to Purchase, copies of which were attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO (the “Schedule TO”) initially filed by Parent and Merger Sub with the SEC on June 14, 2016.

OnThe ~~June~~Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City time, on July 613, 2016 (one minute after 11:59 p.m., ~~LDR~~New ~~Holding~~York ~~Corporation~~City time, aon ~~Delaware corporation~~July 12, 2016) (the “~~LDR~~Expiration Date”). American Stock Transfer & Trust Company, ~~entered~~LLC, ~~into~~in aits ~~definitive~~capacity ~~Agreement~~as ~~and~~depositary ~~Plan~~for ofthe ~~Merger~~Offer (the “~~Merger Agreement~~Depositary”), ~~with~~has ~~Zimmer~~advised ~~Biomet~~Parent ~~Holdings~~and Merger Sub that, ~~Inc.~~as of the Expiration Date, a ~~Delaware~~total ~~corporation~~of 24,278,729 Shares (~~“Zimmer Biomet”~~not including Shares tendered by Notice of Guaranteed Delivery), were validly tendered and LHnot ~~Merger~~properly ~~Sub~~withdrawn pursuant to the Offer, ~~Inc~~representing approximately 82.7% of the then outstanding Shares. In addition, athe ~~Delaware~~Depositary ~~corporation~~has advised Parent and anMerger ~~indirect~~Sub ~~wholly~~that, ~~owned~~as ~~subsidiary~~of the Expiration Date, Notices of ~~Zimmer~~Guaranteed ~~Biomet~~Delivery had been delivered for 1,826,189 Shares, representing approximately 6.2% of the then outstanding Shares. The number of Shares validly tendered (“not including Shares tendered by Notice of Guaranteed Delivery) and not properly withdrawn pursuant to the Offer satisfied the Minimum Condition (as defined in the Merger Agreement). All conditions to the Offer having been satisfied, on July 13, 2016, Merger Sub accepted for payment all Shares that were validly tendered and not properly withdrawn prior to the Expiration Date (the “Acceptance Time”), and payment of the Offer Price for such Shares will be made promptly by the Depositary.

~~Pursuant~~Following to the ~~Merger~~Acceptance ~~Agreement~~Time, ~~and~~on July 13, 2016, upon the terms and subject to the conditions ~~thereof,~~of ~~Zimmer~~the ~~Biomet has agreed to cause~~ Merger ~~Sub~~Agreement toand ~~commence~~in ~~a tender~~accordance ~~offer~~with Section 251(~~the “Offer”~~h) toof ~~acquire~~the ~~all~~General Corporation Law of the ~~outstanding~~State ~~shares~~ of ~~common~~Delaware ~~stock~~(the “DGCL”), ~~par~~Merger ~~value~~Sub ~~$0.001~~merged ~~per~~with ~~share,~~and ofinto ~~LDR~~the ~~(“LDR Shares”)~~Company, atwith athe ~~purchase~~Company ~~price~~continuing ofas ~~$37.00~~the ~~per~~surviving ~~share~~corporation (the “~~Offer Price~~Merger”),. Upon ~~net~~completion toof the ~~seller in cash~~Merger, ~~without~~the ~~interest,~~Company ~~subject~~became toan ~~any~~indirect ~~required~~wholly ~~deduction~~owned orsubsidiary ~~withholding~~ of ~~taxes~~Parent.

~~The~~At ~~obligations~~the effective time of ~~Zimmer~~the Merger (the ~~Biomet~~“Merger Effective Time”) and ~~Merger~~upon ~~Sub~~the toterms ~~consummate~~and subject to the ~~Offer~~conditions ~~are~~of ~~conditioned~~the onMerger Agreement, ~~among~~(i) each Share issued and outstanding immediately prior to the Merger Effective Time was canceled and each such Share (other than ~~conditions~~treasury Shares held by the Company, ~~that~~any atShares ~~least~~owned aby ~~majority~~Parent, Merger Sub or any direct or indirect subsidiary of Parent or the ~~outstanding~~Company ~~LDR~~and any Shares, ~~when~~held ~~added~~by any person who is entitled to ~~LDR~~and properly demanded statutory appraisal of his, her or its Shares ~~owned~~under bySection 262 ~~Zimmer~~of ~~Biomet~~the ~~and~~DGCL in connection with the Merger) ~~Sub~~was ~~(if~~converted into the right to receive an amount equal to the Offer Price, without interest and less any) ~~(excluding~~deductions ~~LDR~~or ~~Shares~~withholding ~~tendered~~of taxes required by applicable law; ~~pursuant~~(ii) each torestricted ~~guaranteed~~stock ~~delivery~~unit ~~procedures~~outstanding ~~that~~immediately ~~have~~prior ~~not~~to ~~yet~~the ~~been~~Merger Effective Time (“~~received,~~LDR Restricted Stock Units”) asbecame fully vested and each such ~~term~~LDR isRestricted ~~defined~~Stock Unit was canceled in ~~Section 251~~exchange for a right to receive a cash payment equal to the product of (hx) the number of ~~the~~Shares ~~General~~subject ~~Corporation~~to ~~Law~~such LDR Restricted Stock Unit award as of the ~~State~~Merger Effective Time and (y) the Offer Price, without interest and less any deductions or withholding of taxes ~~Delaware~~required by applicable law; (iii) each performance-based restricted stock unit outstanding immediately prior to the Merger Effective Time (“~~DGCL~~LDR Performance Stock Units”)), ~~are~~became ~~validly tendered~~fully vested and ~~not~~each ~~properly~~such ~~withdrawn.~~LDR InPerformance Stock ~~addition~~Unit was canceled in exchange for a right to ~~this~~receive ~~minimum~~a ~~tender~~cash ~~condition,~~payment ~~completion~~equal to the product of (x) the ~~Offer~~number isof Shares subject to such LDR Performance Stock Unit award as of the ~~satisfaction~~Merger Effective Time (with respect to LDR Performance Stock Units that are in their performance period as of the Merger Effective Time, determined in accordance with the existing award agreement related to each outstanding LDR Performance Stock Unit) and (y) the Offer Price, without interest and less any deductions or ~~waiver~~withholding of taxes required by applicable law, provided, that, with respect to those LDR Performance Stock Units that were within a current performance period as of the Merger Effective Time, the number of ~~other~~Shares ~~customary~~subject ~~closing~~to ~~conditions~~such award was determined in accordance with the existing award agreement related to such LDR Performance Stock Unit; (iv) each option to purchase Shares under the Company’s stock plans outstanding as ~~set~~of ~~forth~~the Merger Effective Time (“LDR Options”) became fully vested and each such LDR Option was canceled in exchange for a right to receive a cash payment equal to the ~~Merger~~product ~~Agreement~~of (x) the excess, ~~including~~if any, of (A) the Offer Price over (B) the exercise price per ~~expiration~~Share subject to such LDR Option, and (y) the number of Shares underlying such LDR Option, without interest and less any deductions or ~~termination~~withholding of ~~the~~taxes required by applicable ~~waiting~~law, ~~period~~provided, ~~under~~that, if the ~~United~~exercise ~~States~~price ~~Hart-Scott-Rodino~~of ~~Antitrust~~any ~~Improvements~~LDR ~~Act~~Option was equal to, or in excess of, ~~1976~~the Offer Price, then such LDR Option was terminated as ~~amended.~~of the Merger Effective Time without any payment; and (v) each phantom unit (“LDR Phantom Units”) outstanding as of the Merger Effective Time became fully vested and each such

~~Immediately~~ Phantom ~~following~~Unit ~~completion~~was ofcanceled ~~the~~in ~~Offer,~~exchange ~~upon~~for ~~the~~a ~~terms~~right ~~and subject~~ to ~~the~~receive ~~conditions~~a ~~set~~cash ~~forth~~payment inequal to the ~~Merger~~product ~~Agreement,~~of ~~Merger Sub will merge with and into LDR~~ (~~the “Merger”~~x)~~, with LDR surviving~~ the ~~Merger~~number ~~as an indirect wholly owned subsidiary~~ of ~~Zimmer~~ ~~Biomet.~~Shares ~~The~~subject ~~Merger~~to ~~Agreement~~such ~~provides~~Phantom ~~that,~~Unit ifand (y) the Offer ~~is completed~~Price, ~~the Merger will be effected pursuant~~ ~~to Section 251(h)~~without ofinterest ~~the~~and ~~DGCL,~~less ~~which~~any ~~permits~~deductions ~~the~~or ~~completion~~withholding of ~~the~~taxes ~~Merger~~required ~~without~~by aapplicable ~~vote of the holders of LDR Shares~~law.

AtThe ~~the~~aggregate ~~effective~~consideration ~~time of the Merger (the “Effective Time”), any LDR Shares issued and outstanding immediately prior~~ to ~~the~~be ~~Effective~~paid ~~Time (other than LDR Shares owned~~ by ~~LDR as treasury shares and LDR Shares owned by Zimmer Biomet,~~ Merger Sub ~~or any of their respective subsidiaries and LDR Shares held by stockholders who are entitled to demand and properly demand appraisal rights~~ in ~~accordance with Section 262 of~~ the ~~DGCL~~Offer and ~~who have otherwise complied in all respects with Section 262 of~~ the ~~DGCL)~~Merger will be ~~automatically~~approximately ~~converted~~$1.1 ~~into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”)~~billion, without ~~interest,~~giving ~~subject~~effect to ~~any~~related ~~required~~transaction ~~deduction~~fees ~~or withholding of taxes. In addition, at the Effective Time, all outstanding options, restricted stock units, performance stock units~~ and ~~phantom units issued by LDR pursuant to its equity plans will be cancelled and converted into the right to receive the amount of cash determined in accordance with the terms of the Merger Agreement~~expenses.

~~Zimmer~~The ~~Biomet,~~foregoing summary description of the Merger ~~Sub~~Agreement ~~and~~does ~~LDR~~not ~~have~~purport ~~made~~to ~~customary~~be ~~representations~~ complete and ~~warranties~~is qualified in ~~the~~its entirety by reference to the Merger Agreement, ~~and~~which ~~agreed~~was attached as Exhibit 2.1 to ~~certain~~the ~~customary~~Current ~~covenants,~~Report ~~including~~on ~~covenants~~Form ~~regarding~~8-K ~~the~~filed ~~operation~~by ofParent with the ~~business~~SEC ofon ~~LDR~~June 7, ~~prior~~2016 toand ~~completion~~is ofincorporated ~~the~~herein ~~Merger~~by reference.

~~LDR’s~~Item ~~Board~~3.01. Notice of ~~Directors~~Delisting ~~has~~or ~~resolved~~Failure to ~~recommend~~Satisfy ~~that~~a ~~holders~~Continued ofListing ~~LDR~~Rule ~~Shares~~or ~~accept~~Standard; ~~the~~Transfer ~~Offer and tender all~~ of ~~their LDR Shares to Merger Sub pursuant to the Offer, and LDR has agreed not to solicit alternative transactions, subject to customary exceptions~~Listing.

~~The~~On ~~Merger~~July 13, ~~Agreement~~2016, ~~contains~~in ~~certain termination~~connection ~~rights~~with bythe ~~Zimmer~~consummation ~~Biomet~~of ~~and~~the ~~LDR~~Merger, ~~including,~~the ~~among~~Company ~~others,~~notified if the ~~Offer~~NASDAQ isGlobal ~~not~~Select ~~consummated~~Market (“NASDAQ”) atthat orthe ~~prior~~Merger tohad ~~midnight~~been ~~on October 6~~consummated, ~~2016;~~and ~~provided~~requested that ~~this~~trading ~~date~~of ~~may~~Shares on NASDAQ be ~~extended~~halted prior to ~~February~~market open on July 613, ~~2017~~2016 byand ~~either~~that ~~party~~such ~~under circumstances~~listing ~~specified~~of inShares ~~the~~be ~~Merger~~withdrawn. ~~Agreement~~In toaddition, ~~satisfy~~ the ~~condition~~Company torequested that ~~the~~NASDAQ ~~Offer~~file ~~relating~~with to the ~~expiration~~SEC ora ~~termination~~Notification of ~~the~~Removal ~~applicable~~from ~~HSR~~Listing ~~waiting~~and/or ~~period.~~Registration ~~Upon~~under ~~termination~~Section 12(b) of the ~~Merger~~Securities ~~Agreement~~Exchange ~~under~~Act ~~specified~~of ~~circumstances~~1934, ~~including~~as ~~a termination~~amended by(the ~~LDR to enter into an agreement for an alternative transaction pursuant to a~~ “~~superior~~Exchange ~~proposal~~Act”), oron anForm ~~adverse~~25 ~~change~~ to delist the ~~LDR~~Shares ~~board~~from ofNASDAQ and ~~directors’~~deregister ~~recommendation of~~ the ~~Offer,~~Shares. ~~LDR~~The ~~has~~Company ~~agreed~~intends to ~~pay~~file ~~Zimmer~~with ~~Biomet~~the SEC a ~~termination~~ ~~fee~~certification ofon ~~$34.2~~Form ~~million,~~15 ~~and,~~under ifthe ~~Zimmer~~Exchange ~~Biomet~~Act, ~~terminates~~requesting the ~~Merger~~deregistration ~~Agreement~~of ~~under~~the ~~certain~~Shares ~~circumstances,~~and ~~LDR~~the ~~has~~suspension ~~agreed~~of tothe ~~reimburse~~Company’s ~~Zimmer~~reporting ~~Biomet~~obligations ~~for~~under upSections to13 ~~$11.4~~and 15(d) ~~million~~ of ~~its~~the ~~expenses~~Exchange Act.

~~The~~Item ~~foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2~~3.~~1 and incorporated by reference herein~~03. ~~The~~Material ~~Merger~~Modification ~~Agreement has been included as an exhibit hereto solely~~ to ~~provide~~Rights ~~investors and security holders with information regarding its terms. It is not intended to be a source~~ of ~~financial,~~Security ~~business or operational information about LDR, Zimmer Biomet or their respective subsidiaries or affiliates~~Holders. The representations, warranties and covenants contained in the Merger Agreement are made only for purposes of the Merger Agreement and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties rather than establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of LDR, Zimmer Biomet or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures.

~~Additional~~At ~~Information~~the Merger Effective Time and ~~Where~~upon the terms and subject to ~~Find~~the Itconditions of the Merger Agreement and in accordance with Section 251(h) of the DGCL, each Share issued and outstanding immediately prior to the Merger Effective Time was canceled and each such Share (other than treasury Shares held by the Company, any Shares owned by Parent, Merger Sub or any direct or indirect subsidiary of Parent or the Company and any Shares held by any person who is entitled to and properly demanded statutory appraisal of his, her or its Shares under Section 262 of the DGCL in connection with the Merger) was converted into the right to receive an amount equal to the Offer Price, without interest and less any deductions or withholding of taxes required by applicable law.

The ~~tender~~information ~~offer~~set ~~referenced~~forth inunder ~~this~~Items ~~document has not yet commenced~~2. ~~This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of LDR common stock or any other securities~~01, ~~nor is it a substitute for the tender offer materials that Zimmer Biomet and its indirect subsidiary~~3.01, ~~LH Merger Sub, Inc~~5.01, ~~will file with the SEC~~5.02 ~~The solicitation~~ and ~~offer to purchase LDR common stock will only be made pursuant to an Offer to Purchase, a related letter of transmittal and certain other tender offer documents~~5.03 ~~At the time the tender offer is commenced, Zimmer Biomet and LH Merger Sub will file a tender offer statement on Schedule TO, including an Offer to Purchase, a related letter~~ of ~~transmittal~~this ~~and~~Current ~~certain~~Report ~~other tender offer documents, and LDR will file a Solicitation/Recommendation Statement~~ on ~~Schedule~~ ~~14D~~8-9,K ~~with~~is ~~the~~incorporated SEC, each with respect to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. LDR STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT AND SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF LDR SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of LDR common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained (when available) for free by contacting Zimmer Biomet or LDR. Copies of the documents filed with the SEC by LDR will be available free of charge on LDR’s website at www.ldr.com. Copies of the documents filed with the SEC by Zimmer Biomet will be available free of charge on Zimmer Biomet’s website at www.zimmerbiomet.com. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Zimmer Biomet and LDR each file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by Zimmer Biomet or LDR at the SEC public reference ~~room at 100 F Street, N.E., Washington, D.C. 20549. Please~~into ~~call~~this the SEC at 1-800-SEC-0330 for further information on the public reference room. Zimmer Biomet’s and LDR’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC atItem ~~www~~3.~~sec~~03.~~gov.~~

Item 95.01. ~~Financial~~Changes ~~Statements~~in ~~and~~Control ~~Exhibits~~of Registrant.

As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn pursuant to the Offer and the consummation of the Merger under Section 251(dh) ~~Exhibits~~of the DGCL on July 13, 2016, a change in control of the Company occurred. Upon the Merger Effective Time, the Company became an indirect wholly owned subsidiary of Parent.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of June 6, 2016, by and among Zimmer Biomet Holdings, Inc., LH Merger Sub, Inc. and LDR Holding Corporation.

The information disclosed under Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

* Schedules and exhibits are omitted pursuant to Item ~~601(b)(2) of Regulation S-K~~5.02. ~~LDR~~Departure ~~agrees~~of toDirectors ~~furnish~~or ~~supplementally~~Certain aOfficers; ~~copy~~Election of ~~any~~Directors; ~~omitted~~Appointment ~~schedules~~of orCertain ~~exhibits~~Officers; toCompensatory ~~the~~Arrangements ~~Securities~~of ~~and~~Certain ~~Exchange Commission upon request~~Officers.

~~SIGNATURE~~In connection with the Merger and at the Merger Effective Time, each of the directors of the Company immediately prior to the Merger Effective Time, voluntarily resigned from the board of the directors of the Company. In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Merger Effective Time, which consisted of Daniel P. Florin and Chad F. Phipps, became the directors of the Company.

~~Pursuant~~In toconnection with the ~~requirements~~Merger ofand at the ~~Securities~~Merger ~~Exchange~~Effective ~~Act~~Time, ofthe ~~1934,~~following officers of the ~~registrant~~Company ~~has~~were ~~duly~~removed ~~caused~~from ~~this~~the ~~report~~positions they held immediately prior to bethe ~~signed~~Merger onEffective ~~its~~Time: ~~behalf~~Christophe byLavigne, President and Chief Executive Officer (Principal Executive Officer and Named Executive Officer (“NEO”)); ~~the~~Robert ~~undersigned~~McNamara, ~~hereunto~~Executive ~~duly~~Vice ~~authorized~~President and Chief Financial Officer (Principal Financial Officer and NEO); Andre Potgieter, Executive Vice President of U.S. Sales, LDR Spine (NEO); James Burrows, Executive Vice President, Chief Operations Officer (NEO); Joe Ross,

Executive Vice President, Global Marketing (NEO); and Denise Cruz, Controller (Principal Accounting Officer). All of these officers, with the exception of Mr. McNamara, are expected to remain with Parent following the Merger Effective Time, serving in key leadership positions within the global Spine organization. At the Merger Effective Time, the following executive officers of Parent assumed the indicated positions with the Company: Adam R. Johnson, Group President (Principal Executive Officer); Daniel P. Florin, Senior Vice President (Principal Financial Officer); and Tony W. Collins, Vice President and Controller (Principal Accounting Officer).

~~EXHIBIT~~Biographical ~~INDEX~~information for Messrs. Johnson, Florin, Collins, and Phipps is included in the Offer to Purchase, a copy of which was attached as Exhibit (a)(1)(A) to the Schedule TO initially filed by Parent and Merger Sub with the SEC on June 14, 2016.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of June 6, 2016, by and among Zimmer Biomet Holdings, Inc., LH Merger Sub, Inc. and LDR Holding Corporation.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

*In ~~Schedules~~connection with the Merger and ~~exhibits~~at ~~are~~the ~~omitted~~Merger ~~pursuant~~Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to ~~Item~~the ~~601~~Merger Effective Time, was amended and restated in its entirety (bthe “Amended and Restated Certificate of Incorporation”)~~(2)~~ in accordance with the terms of ~~Regulation~~the ~~S-K~~Merger Agreement. ~~LDR~~In ~~agrees~~addition, toin ~~furnish~~connection ~~supplementally~~with athe ~~copy~~Merger ofand ~~any~~at ~~omitted~~the ~~schedules~~Merger orEffective ~~exhibits~~Time, the Company’s bylaws, as in effect immediately prior to the ~~Securities~~Merger Effective Time, were amended and ~~Exchange~~restated ~~Commission~~in ~~upon~~their ~~request~~entirety (the “Amended and Restated By-Laws”) in accordance with the terms of the Merger Agreement.

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of June 6, 2016, by and among Zimmer Biomet Holdings, Inc., LH Merger Sub, Inc. and LDR Holding Corporation, originally filed as Exhibit 2.1 to the Current Report on Form 8-K filed by LDR Holding Corporation with the Securities and Exchange Commission on June 7, 2016, which is incorporated herein by reference.

3.1		Amended and Restated Certificate of Incorporation of LDR Holding Corporation

3.2		Amended and Restated By-Laws of LDR Holding Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of June 6, 2016, by and among Zimmer Biomet Holdings, Inc., LH Merger Sub, Inc. and LDR Holding Corporation, originally filed as Exhibit 2.1 to the Current Report on Form 8-K filed by LDR Holding Corporation with the Securities and Exchange Commission on June 7, 2016, which is incorporated herein by reference.

3.1		Amended and Restated Certificate of Incorporation of LDR Holding Corporation

3.2		Amended and Restated By-Laws of LDR Holding Corporation

LDR HOLDING CORPORATION

Date: June 7, 2016

/s/ Scott Way

Name: Scott Way

Title: Executive Vice President, General Counsel, Compliance Officer and Secretary

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