Sec Form 4 Filing - Nolan David A. Jr. @ ZIMMER BIOMET HOLDINGS, INC. - 2016-08-01

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 Nolan David A. Jr. 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 X __ Officer (give title below) _____ Other (specify below) Group President (Last) (First) (Middle) C/O ZIMMER, INC., P. O. BOX 708 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2016 (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 08/01/2016 M 14,292 A $ 73.15 29,091 ( 1 ) D Common Stock 08/01/2016 S 14,292 D $ 130.7279 ( 2 ) 14,799 D Common Stock 08/01/2016 M 4,138 A $ 94.34 18,937 D Common Stock 08/01/2016 S 4,138 D $ 130.7731 ( 3 ) 14,799 D Common Stock 08/01/2016 S 6,825 D $ 130.8468 ( 4 ) 7,974 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) $ 73.15 08/01/2016 M 14,292 ( 5 ) 03/18/2023 Common Stock 14,292 $ 0 4,763 D Employee Stock Option (right to buy) $ 94.34 08/01/2016 M 4,138 ( 6 ) 03/17/2024 Common Stock 4,138 $ 0 4,137 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nolan David A. Jr. C/O ZIMMER, INC. P. O. BOX 708 WARSAW, IN46580 Group President Signatures /s/ Heather J. Kidwell, Attorney-in-Fact for David A. Nolan, Jr. (power of attorney previously filed) 08/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 59 shares acquired under the Zimmer Biomet Holdings, Inc. (the "Company") Employee Stock Purchase Plan between May 2, 2016 and June 30, 2016, 37 shares purchased between April 29, 2016 and July 29, 2016 under the dividend reinvestment plan for the Company's common stock, and 20 shares acquired between February 29, 2016 and June 30, 2016 through dividend reinvestment in Mr. Nolan's IRA. ( 2 )Represents the sale of 14,292 shares in multiple transactions, ranging in price from $130.58 to $130.94 per share, resulting in a weighted average sale price of $130.7279. The reporting person will provide, upon request bythe SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range. ( 3 )Represents the sale of 4,138 shares in multiple transactions, ranging in price from $130.68 to $130.90 per share, resulting in a weighted average sale price of $130.7731. The reporting person will provide, upon request bythe SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range. ( 4 )Represents the sale of 6,825 shares in multiple transactions, ranging in price from $130.775 to $130.895 per share, resulting in a weighted average sale price of $130.8468. 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 price within the range. ( 5 )4,764 of the options vested on each of March 18, 2014, 2015 and 2016; the remaining 4,763 of the options are scheduled to vest on March 18, 2017. ( 6 )2,069 of the options vested on each of March 17, 2015 and 2016; 2,069 of the options are scheduled to vest on March 17, 2017; and the remaining 2,068 of the options are scheduled to vest on March 17, 2018.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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