Sec Form 4 Filing - Paulsen Jeffrey B @ ZIMMER HOLDINGS INC - 2013-03-11

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 Paulsen Jeffrey B 2. Issuer Name and Ticker or Trading Symbol ZIMMER HOLDINGS INC [ ZMH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Group Pres., Global Businesses (Last) (First) (Middle) C/O ZIMMER, INC., P. O. BOX 708 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2013 (Street) WARSAW, IN46580 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/11/2013 M 19,125 A $ 59.73 24,857 ( 1 ) D Common Stock 03/11/2013 M 23,100 A $ 58.02 47,957 ( 1 ) D Common Stock 03/11/2013 M 12,289 A $ 60.01 60,246 ( 1 ) D Common Stock 03/11/2013 S 54,514 D $ 75.64 ( 2 ) 5,732 ( 1 ) D Common Stock 03/11/2013 S 5,448 D $ 75.66 ( 3 ) 284 ( 1 ) D

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 Employee Stock Option (right to buy) $ 59.73 03/11/2013 M 19,125 ( 4 ) 01/04/2020 Common Stock 19,125 $ 0 6,375 D Employee Stock Option (right to buy) $ 58.02 03/11/2013 M 23,100 ( 5 ) 03/15/2020 Common Stock 23,100 $ 0 23,100 D Employee Stock Option (right to buy) $ 60.01 03/11/2013 M 12,289 ( 6 ) 03/15/2021 Common Stock 12,289 $ 0 36,866 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Paulsen Jeffrey B C/O ZIMMER, INC. P. O. BOX 708 WARSAW, IN46580 Group Pres., Global Businesses Signatures Heather J. Kidwell, Attorney-in-Fact for Jeffrey B. Paulsen (power of attorney previously filed) 03/13/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 65 shares purchased under the Zimmer Holdings, Inc. Employee Stock Purchase Plan from December 31, 2012 through January 25, 2013. ( 2 )Represents the sale of 54,514 shares in 574 separate transactions, ranging in price from $75.560 to $75.705 per share, resulting in a weighted average sale price of $75.64. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range. ( 3 )Represents the sale of 5,448 shares in 40 separate transactions, ranging in price from $75.63 to $75.71 per share, resulting in a weighted average sale price of $75.66. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range. ( 4 )6,375 shares vested on each of January 4, 2011, January 4, 2012 and January 4, 2013; 6,375 shares are scheduled to vest on January 4, 2014. ( 5 )11,550 shares vested on each of March 16, 2011 and March 16, 2012; 11,550 shares are scheduled to vest on each of March 16, 2013 and March 16, 2014. ( 6 )12,289 shares vested on March 16, 2012; the remaining 36,866 shares are scheduled to vest in equal portions each on March 16, 2013, March 16, 2014 and March 16, 2015.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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