Sec Form 4 Filing - Hanson Bryan C @ ZIMMER BIOMET HOLDINGS, INC. - 2017-12-19

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 Hanson Bryan C 2. Issuer Name and Ticker or Trading Symbol ZIMMER BIOMET HOLDINGS, INC. [ ZBH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O ZIMMER, INC., P. O. BOX 708 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2017 (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

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) $ 121.26 12/19/2017 A 126,260 ( 1 ) 12/19/2027( 2 ) Common Stock 126,260 $ 0 126,260 D Employee Stock Option (right to buy) $ 121.26 12/19/2017 A 97,800 ( 1 ) 12/19/2027 Common Stock 97,800 $ 0 97,800 D Performance Restricted Stock Units ( 3 ) 12/19/2017 A 49,425 ( 4 ) ( 2 )( 4 ) Common Stock 49,425 $ 0 49,425 D Performance Restricted Stock Units ( 3 ) 12/19/2017 A 38,280 ( 4 ) ( 4 ) Common Stock 38,280 $ 0 38,280 D Restricted Stock Units ( 3 ) 12/19/2017 A 25,875 ( 5 ) ( 5 ) Common Stock 25,875 $ 0 25,875 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hanson Bryan C C/O ZIMMER, INC. P. O. BOX 708 WARSAW, IN46580 X President and CEO Signatures /s/ Heather J. Kidwell, Attorney-in-Fact for Bryan C. Hanson (power of attorney previously filed) 12/21/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vests annually over four years in increments of 25% each year, commencing on December 19, 2018. ( 2 )This award will be forfeited in full if the reporting person fails to acquire in open-market purchases $3,000,000 of Zimmer Biomet Holdings, Inc. (the "Company") common stock within 90 business days of December 19, 2017. ( 3 )Each performance restricted stock unit ("PRSU") and each restricted stock unit represents a contingent right to receive one share of Company common stock. ( 4 )The PRSUs will be earned if and to the extent certain stock price performance goals are achieved by December 19, 2021. Earned PRSUs, if any, will vest on the later of December 19, 2021 or the date the Company's compensation committee determines the number of PRSUs earned. ( 5 )Vests annually over three years in increments of 33.3% each year, commencing on December 19, 2018.

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).

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