Sec Form 4 Filing - BLACKSTONE CAPITAL PARTNERS V L P @ ZIMMER BIOMET HOLDINGS, INC. - 2016-02-10

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 BLACKSTONE CAPITAL PARTNERS V L P 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2016 (Street) NEW YORK, NY10154 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 02/10/2016 S 3,428,144 D $ 95.91 ( 1 ) 0 I See Footnotes ( 2 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) Common Stock 02/10/2016 S 549,148 D $ 95.91 ( 1 ) 0 I See Footnotes ( 3 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) Common Stock 02/10/2016 S 1,624,106 D $ 95.91 ( 1 ) 0 I See Footnotes ( 4 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) Common Stock 02/10/2016 S 181,782 D $ 95.91 ( 1 ) 0 I See Footnotes ( 5 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) Common Stock 02/10/2016 S 17,370 D $ 95.91 ( 1 ) 0 I See Footnotes ( 6 ) ( 9 ) ( 10 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) Common Stock 02/10/2016 S 12,874 D $ 95.91 ( 1 ) 0 I See Footnotes ( 7 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) Common Stock 02/10/2016 S 1,538,284 D $ 95.91 ( 1 ) 0 I See Footnotes ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 )

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 BLACKSTONE CAPITAL PARTNERS V L P C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Capital Partners V-AC L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X BCP V-S L P C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Family Investment Partnership V L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-SMD L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Participation Partnership V L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X BCP V CO-INVESTORS L.P. 345 PARK AVENUE NEW YORK,, NY10154 X Signatures BLACKSTONE CAPITAL PARTNERS V L.P., By: Blackstone Management Associates V L.L.C., its General Partner, By: BMA V L.L.C. its Sole Member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 02/12/2016 Signature of Reporting Person Date BLACKSTONE CAPITAL PARTNERS V-AC L.P., By: Blackstone Management Associates V L.L.C., its General Partner, By: BMA V L.L.C. its Sole Member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 02/12/2016 Signature of Reporting Person Date BCP V-S L.P., By: Blackstone Management Associates V L.L.C., its General Partner, By: BMA V L.L.C. its Sole Member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 02/12/2016 Signature of Reporting Person Date BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V L.P., By: BCP V Side-by-Side GP L.L.C., its General Partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 02/12/2016 Signature of Reporting Person Date BLACKSTONE PARTICIPATION PARTNERSHIP V L.P., By: BCP V Side-by-Side GP L.L.C., its General Partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 02/12/2016 Signature of Reporting Person Date BLACKSTONE FAMILY INVESTMENT PARTNERSHIP V-SMD L.P., By: Blackstone Family GP L.L.C., its General Partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 02/12/2016 Signature of Reporting Person Date BCP V CO-INVESTORS L.P., By: Blackstone Management Associates V L.L.C., its General Partner, By: BMA V L.L.C., its Sole Member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 02/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount represents the sale price per share of common stock of Zimmer Biomet Holdings, Inc. (the "Common Stock") received by the Reporting Persons in connection with an underwritten secondary offering that closed on February 10, 2016. ( 2 )Reflects shares of Common Stock directly held by Blackstone Capital Partners V L.P. ( 3 )Reflects shares of Common Stock directly held by Blackstone Capital Partners V-AC L.P. ( 4 )Reflects shares of Common Stock directly held by BCP V-S L.P. ( 5 )Reflects shares of Common Stock directly held by Blackstone Family Investment Partnership V L.P. ( 6 )Reflects shares of Common Stock directly held by Blackstone Family Investment Partnership V-SMD L.P. ( 7 )Reflects shares of Common Stock directly held by Blackstone Participation Partnership V L.P. ( 8 )Reflects shares of Common Stock directly held by BCP V Co-Investors L.P. ( 9 )Collectively, Blackstone Capital Partners V, L.P., Blackstone Capital Partners V-AC L.P., BCP V-S L.P., Blackstone Family Investment Partnership V L.P., Blackstone Family Investment Partnership V-SMD L.P., Blackstone Participation Partnership V L.P. and BCP V Co-Investors L.P. shall be referred to as the "Blackstone Funds". The shares reported on this Form 4 were previously reported as indirectly beneficially owned by the Blackstone Funds as a result of their ownership of membership units of LVB Acquisition Holding, LLC ("Holding"). On February 4, 2016, Holding made a pro rata distribution of the shares of Common Stock directly owned by it to its members. In connection with the distribution, fractional shares of Common Stock equivalent to 4.14 shares of Common Stock were liquidated on behalf of the Blackstone Funds. The Blackstone Funds received cash in lieu of such fractional shares. ( 10 )Blackstone Management Associates V L.L.C is the general partner of each of Blackstone Capital Partners V L.P., Blackstone Capital Partners V-AC L.P., BCP V-S L.P., and BCP V Co-Investors L.P. BMA V L.L.C. is the sole member of Blackstone Management Associates V L.L.C. BCP V Side-By-Side GP L.L.C. is the general partner of Blackstone Family Investment Partnership V L.P. and Blackstone Participation Partnership V L.P. Blackstone Family GP L.L.C. is the general partner of Blackstone Family Investment Partnership VSMD L.P. ( 11 )Blackstone Holdings III L.P. is the managing member and the owner of a majority in interest of BMA V L.L.C. and the sole member of BCP V Side-By-Side GP L.L.C. Blackstone Holdings III GP L.P is the general partner of Blackstone Holdings III L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. ( 12 )The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Blackstone Family GP L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. ( 13 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. ( 14 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. ( 15 )Each of such Blackstone entities (other than the Blackstone Funds to the extent of their direct holdings) and Mr. Schwarzman may be deemed to beneficially own the shares of Common Stock beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

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