Sec Form 3 Filing - GS LVB CO-INVEST, LP @ ZIMMER BIOMET HOLDINGS, INC. - 2015-06-24

FORM 3 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 GS LVB CO-INVEST, LP 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) 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/24/2015 (Street) NEW YORK, NY10282 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 7,532,650.1422 I See footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )

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 GS LVB CO-INVEST, LP 200 WEST STREET NEW YORK, NY10282 X GS LVB ADVISORS, LLC 200 WEST STREET NEW YORK, NY10282 X GOLDMAN SACHS BMET INVESTORS LP 200 WEST STREET NEW YORK, NY10282 X GS BMET ADVISORS, LLC 200 WEST STREET NEW YORK, NY10282 X GOLDMAN SACHS BMET INVESTORS OFFSHORE HOLDINGS, LP 200 WEST STREET NEW YORK, NY10282 X GS BMET OFFSHORE ADVISORS, INC 200 WEST STREET NEW YORK, NY10282 X PEP BASS HOLDINGS LLC 200 WEST STREET NEW YORK, NY10282 X PRIVATE EQUITY PARTNERS 2004 DIRECT INVESTMENT FUND LP 200 WEST STREET NEW YORK, NY10282 X GOLDMAN SACHS PEP 2004 DIRECT INVESTMENT ADVISORS, L.L.C. 200 WEST STREET NEW YORK, NY10282 X GOLDMAN SACHS PEP 2005 DIRECT INVESTMENT ADVISORS, LLC 200 WEST STREET NEW YORK, NY10282 X Signatures /s/ Kevin P. Treanor, Attorney-in-fact 07/07/2015 Signature of Reporting Person Date /s/ Kevin P. Treanor, Attorney-in-fact 07/07/2015 Signature of Reporting Person Date /s/ Kevin P. Treanor, Attorney-in-fact 07/07/2015 Signature of Reporting Person Date /s/ Kevin P. Treanor, Attorney-in-fact 07/07/2015 Signature of Reporting Person Date /s/ Kevin P. Treanor, Attorney-in-fact 07/07/2015 Signature of Reporting Person Date /s/ Kevin P. Treanor, Attorney-in-fact 07/07/2015 Signature of Reporting Person Date /s/ Kevin P. Treanor, Attorney-in-fact 07/07/2015 Signature of Reporting Person Date /s/ Kevin P. Treanor, Attorney-in-fact 07/07/2015 Signature of Reporting Person Date /s/ Kevin P. Treanor, Attorney-in-fact 07/07/2015 Signature of Reporting Person Date /s/ Kevin P. Treanor, Attorney-in-fact 07/06/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), GS LVB Co-Invest, L.P. ("GS LVB"), Goldman Sachs BMET Investors, L.P. ("GS BMET"), Goldman Sachs BMET Investors Offshore Holdings,L.P. ("GS BMET Offshore"), PEP Bass Holdings LLC ("GS PEP"), Private Equity Partners 2004 Direct Investment Fund LP ("GS 2004"), Private Equity Partners 2005 Direct LP ("GS 2005") and Private Equity Partners IX Direct LP ("GS IX", and together with GS Capital, GS Offshore, GS Parallel, GS Germany, GS LVB, GS BMET, GS BMET Offshore, GS PEP, GS 2004, GS 2005, the "GS Entities"); (continued in footnote 2) ( 2 )GSCP VI Advisors, L.L.C., GSCP VI Offshore Advisors, L.L.C., GS Advisors VI, L.L.C., Goldman, Sachs Management GP GmbH, GSLVB Advisors, L.L.C., GS BMET Advisors, L.L.C., GS BMET Offshore Advisors, Inc., Goldman Sachs PEP 2004 Direct InvestmentAdvisors, LLC ("PEP 2004"), Goldman Sachs PEP 2005 Direct Investment Advisors, LLC ("PEP 2005") and Goldman Sachs PEP IX DirectInvestment Advisors, LLC ("PEP IX", and together with GSCP VI Advisors, L.L.C., GSCP VI Offshore Advisors, L.L.C., GS Advisors VI,L.L.C., Goldman, Sachs Management GP GmbH, GS LVB Advisors, L.L.C., GS BMET Advisors, L.L.C., GS BMET Offshore Advisors, Inc.,PEP 2004, PEP 2005, GS Group, Goldman Sachs and the GS Entities, the "Reporting Persons"). Due to the electronic system's limitation of 10Reporting Persons per joint filing, this statement is being filed in triplicate. ( 3 )Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is an 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. LVB Acquisition Holding, LLC ("Holding") is the direct owner of 30,118,560 shares of Common Stock, par value $0.01 per share (the "Common Stock") of Zimmer Biomet Holdings, Inc. ( 4 )The GS Entities may be deemed to beneficially own indirectly 7,351,712.14224 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, Holding. GS Group and Goldman Sachs may be deemed to beneficially own indirectly 7,351,712.14224 shares of Common Stock, by reason of the beneficial ownership of such shares by the GS Entities. The membership interests of Holding are held by a private investor group, which includes the GS Entities. ( 5 )Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 180,938 shares of Common Stock and Goldman Sachs also has open short positions of 169,889 shares of Common Stock, due to exempt transactions. ( 6 )GS Capital and its general partner GSCP VI Advisors, L.L.C. may be deemed to beneficially own indirectly approximately 2,436,745.37508 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS Capital's direct ownership of 433,679.15808 membership units in, Holding. GS Germany and its general partner Goldman, Sachs Management GP GmbH may be deemed to beneficially own indirectly approximately 86,603.22448 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS Germany's direct ownership of 15,413.18755 membership units in, Holding. ( 7 )GS Offshore and its general partner GSCP VI Offshore Advisors, L.L.C. may be deemed to beneficially own indirectly approximately 2,026,797.34474 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS Offshore's direct ownership of 360,718.75833 membership units in, Holding. ( 8 )GS Parallel and its general partner GS Advisors VI, L.L.C. may be deemed to beneficially own indirectly approximately 670,060.47587 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS Parallel's direct ownership of 119,253.84819 membership units in, Holding. GS LVB and its general partner GS LVB Advisors, L.L.C. may be deemed to beneficially own indirectly approximately 347,667.23199 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS LVB's direct ownership of 61,875.99 membership units in, Holding. GS BMET and its general partner GS BMET Advisors, L.L.C. may be deemed to beneficially own indirectly approximately 354,757.90060 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS BMET's direct ownership of 63,137.95 membership units in, Holding. ( 9 )GS BMET Offshore and its general partner GS BMET Offshore Advisors, Inc. may be deemed to beneficially own indirectly approximately 1,038,267.76611 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS BMET Offshore's direct own ership of 184,785.45 membership units in, Holding. GS PEP may be deemed to beneficially own indirectly approximately 249,832.15351 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS PEP's direct ownership of 44,463.816 membership units in, Holding. GS 2004 and its general partner PEP 2004 may be deemed to beneficially own indirectly approximately 35,453.34306 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS 2004's direct ownership of 6,309.8 membership units in, Holding. ( 10 )GS 2005 and its general partner PEP 2005 may be deemed to beneficially own indirectly approximately 50,643.13792 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS 2005's direct ownership of 9,013.2 membership units in, Holding. GS IX and its general partner PEP IX may be deemed to beneficially own indirectly approximately 54,884.18888 shares of Common Stock by reason of the direct beneficial ownership of such shares by, and GS IX's direct ownership of 9,768 membership units in, Holding. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.

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