Sec Form 4 Filing - TPG Group Holdings (SBS) Advisors, Inc. @ ZIMMER BIOMET HOLDINGS, INC. - 2016-02-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TPG Group Holdings (SBS) Advisors, Inc. 2. Issuer Name and Ticker or Trading Symbol ZIMMER BIOMET HOLDINGS, INC. [ ZBH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2016 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/09/2016 S( 1 ) 2.14 D $ 91.3701 ( 1 ) 7,351,710 I See Explanation of Responses ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former 10% Owner BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH,, TX76102 Former 10% Owner COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH,, TX76102 Former 10% Owner Signatures /s/ Clive Bode, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) 02/11/2016 Signature of Reporting Person Date /s/ Clive Bode, on behalf of David Bonderman (7) (8) 02/11/2016 Signature of Reporting Person Date /s/ Clive Bode, on behalf of James G. Coulter (7) (8) 02/11/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 4, 2016, LVB Acquisition Holding, LLC ("LVB Holding") approved the distribution of all of its shares of common stock ("Shares") of Zimmer Biomet Holdings, Inc. (the "Issuer") pro rata to its members, including the TPG Funds (as defined below), pursuant to the terms of its limited liability company operating agreement. In lieu of distributing fractional interests in Shares to its members, LVB Holding sold the fractional interests on February 9, 2016 and distributed the proceeds to its members. ( 2 )David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with David Bonderman and James G. Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of TPG Gen Par IV Advisors, LLC ("TPG Advisors IV") and TPG GenPar V Advisors, LLC ("TPG Advisors V"). ( 3 )TPG Advisors IV is the general partner of TPG GenPar IV, L.P., which is the general partner of TPG Partners IV, L.P. ("TPG Partners IV"), which directly holds 280,938 Shares. ( 4 )TPG Advisors V is the general partner of TPG GenPar V, L.P., which is the (i) general partner of each of (a) TPG Partners V, L.P. ("TPG Partners V"), which directly holds 5,703,170 Shares, (b) TPG FOF V-A, L.P. ("TPG FOF A"), which directly holds 14,921 Shares, and (c) TPG FOF V-B, L.P. ("TPG FOF B"), which directly holds 12,033 Shares, and (ii) managing member of each of (a) TPG LVB Co-Invest LLC ("TPG Co-Invest I"), which directly holds 1,325,152 Shares, and (b) TPG LVB Co-Invest II LLC ("TPG Co-Invest II" and, together with TPG Partners IV, TPG Partners V, TPG FOF A, TPG FOF B and TPG Co-Invest I, the "TPG Funds"), which directly holds 15,496 Shares. ( 5 )Because of the Reporting Persons' relationship to the TPG Funds, the Reporting Persons may be deemed to beneficially own the Shares reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Shares reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any. ( 6 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, 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 equity securities in excess of their respective pecuniary interests.

Remarks: (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.

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).

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