Sec Form 4 Filing - KKR Associates 8 NA L.P. @ LVB Acquisition, Inc. - 2015-06-24

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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
KKR Associates 8 NA L.P.
2. Issuer Name and Ticker or Trading Symbol
LVB Acquisition, Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,, 9 WEST 57TH STREET SUITE 4200
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2015
(Street)
NEW YORK, NY10019
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 06/24/2015 J( 1 ) 134,008,582.5 D 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )
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
KKR Associates 8 NA L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET SUITE 4200
NEW YORK, NY10019
X
KKR 8 NA Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET SUITE 4200
NEW YORK, NY10019
X
KKR Fund Holdings L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET SUITE 4200
NEW YORK, NY10019
X
KKR Fund Holdings GP Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET SUITE 4200
NEW YORK, NY10019
X
KKR Group Holdings L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET SUITE 4200
NEW YORK, NY10019
X
KKR Group Ltd
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET SUITE 4200
NEW YORK, NY10019
X
KKR & Co. L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET SUITE 4200
NEW YORK, NY10019
X
KKR Management LLC
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,
9 WEST 57TH STREET SUITE 4200
NEW YORK, NY10019
X
Signatures
**KKR ASSOCIATES 8 NA L.P. By: KKR 8 NA Limited, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 06/26/2015
Signature of Reporting Person Date
**KKR 8 NA LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 06/26/2015
Signature of Reporting Person Date
**KKR FUND HOLDINGS L.P. By: KKR Fund Holdings GP Limited, a general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 06/26/2015
Signature of Reporting Person Date
**KKR FUND HOLDINGS GP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 06/26/2015
Signature of Reporting Person Date
**KKR GROUP HOLDINGS L.P. By: KKR Group Limited, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 06/26/2015
Signature of Reporting Person Date
**KKR GROUP LIMITED By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Director 06/26/2015
Signature of Reporting Person Date
**KKR & CO. L.P. By: KKR Management LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 06/26/2015
Signature of Reporting Person Date
**KKR MANAGEMENT LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 06/26/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 Issuer common stock ("Common Stock") was exchanged for $8.94 in cash and 0.0562 shares of Zimmer common stock.
( 2 )Immediately prior to the Merger, KKR Biomet LLC may have been deemed to indirectly beneficially own these shares of Common Stock by virtue of the 1,340,085.82482 membership units of LVB Acquisition Holding, LLC ("Holding") that it holds. Immediately prior to the Merger, Holding was 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").
( 3 )As the sole general partner of the KKR 2006 Fund and as the manager of OPERF, immediately prior to the Merger, KKR Associates 2006 L.P. may have been 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., immediately prior to the Merger, KKR 2006 GP LLC may also have been 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, immediately prior to the Merger, KKR PEI Associates, L.P. may have been deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by PEI Investments.
( 4 )As the sole general partner of KKR PEI Associates, L.P., immediately prior to the Merger, KKR PEI GP Limited may also have been deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by PEI Investments.
( 5 )As the sole general partner of 8 North America, immediately prior to the Merger, KKR Associates 8 NA L.P. may have been 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., immediately prior to the Merger, KKR 8 NA Limited may have been deemed to share voting and dispositive power with respect to any shares of Common Stock beneficially owned by 8 North America.
( 6 )Immediately prior to the Merger, 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 have been 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.
( 7 )As the sole general partner of KKR Partners III, immediately prior to the Merger, KKR III GP LLC may have been 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, immediately prior to the Merger, Henry R. Kravis and George R. Roberts may have been 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.
( 8 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons state 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.
( 9 )Because no more than 10 reporting persons can file any one Form 4 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 4 filings.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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