Sec Form 4 Filing - Yi Sang @ ZIMMER BIOMET HOLDINGS, INC. - 2017-06-09

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 Yi Sang 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) President, Asia Pacific (Last) (First) (Middle) C/O ZIMMER, INC., P. O. BOX 708 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2017 (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 06/09/2017 M 6,097 A $ 73.15 10,885 ( 1 ) D Common Stock 06/09/2017 M 3,550 A $ 74.9 14,435 D Common Stock 06/09/2017 M 3,310 A $ 94.34 17,745 D Common Stock 06/09/2017 S 6,097 D $ 124.8599 ( 2 ) 11,648 D Common Stock 06/09/2017 S 3,550 D $ 124.8614 ( 3 ) 8,098 D Common Stock 06/09/2017 S 3,310 D $ 124.864 ( 4 ) 4,788 D Common Stock 06/09/2017 S 474 D $ 124.9301 4,314 D Common Stock 06/12/2017 S 4,300 D $ 123.6157 ( 5 ) 14 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 06/09/2017 M 6,097 ( 6 ) 03/18/2023 Common Stock 6,097 $ 0 0 D Employee Stock Option (right to buy) $ 74.9 06/09/2017 M 3,550 ( 7 ) 04/01/2023 Common Stock 3,550 $ 0 0 D Employee Stock Option (right to buy) $ 94.34 06/09/2017 M 3,310 ( 8 ) 03/17/2024 Common Stock 3,310 $ 0 1,655 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Yi Sang C/O ZIMMER, INC. P. O. BOX 708 WARSAW, IN46580 President, Asia Pacific Signatures /s/ Heather J. Kidwell, Attorney-in-Fact for Sang Yi (power of attorney previously filed) 06/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1 share acquired under the Zimmer Biomet Holdings, Inc. (the "Company") Employee Stock Purchase Plan on May 1, 2017 and 6 shares purchased on April 28, 2017 under the dividend reinvestment plan for the Company's common stock. ( 2 )Represents the sale of 6,097 shares in multiple transactions ranging in price from $124.40 to $125.33 per share, resulting in a weighted average sale price of $124.8599. 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. ( 3 )Represents the sale of 3,550 shares in multiple transactions ranging in price from $124.40 to $125.33 per share, resulting in a weighted average sale price of $124.8614. 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. ( 4 )Represents the sale of 3,310 shares in multiple transactions ranging in price from $124.42 to $125.30 per share, resulting in a weighted average sale price of $124.864. 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 )Represents the sale of 4,300 shares in multiple transactions ranging in price from $123.415 to $123.72 per share, resulting in a weighted average sale price of $123.6157. 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. ( 6 )3,049 options vested on March 18, 2016; and 3,048 options vested on March 18, 2017. ( 7 )1,775 options vested on each of April 1, 2016 and 2017. ( 8 )1,655 options vested on each of March 17, 2016 and 2017; and the remaining 1,655 of the options are scheduled to vest on March 17, 2018.

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