Sec Form 4 Filing - Phipps Chad F @ ZIMMER BIOMET HOLDINGS, INC. - 2018-02-12

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 Phipps Chad F 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) Sr. VP/Gen Counsel/Secretary (Last) (First) (Middle) C/O ZIMMER, INC., P. O. BOX 708 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2018 (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 02/12/2018 M 27,000 A $ 78.53 63,843 ( 1 ) D Common Stock 02/12/2018 S 12,454 D $ 115.6365 ( 2 ) 51,389 D Common Stock 02/12/2018 S 8,372 D $ 116.4139 ( 3 ) 43,017 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) $ 78.53 02/12/2018 M 27,000 ( 4 ) 02/12/2018 Common Stock 27,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phipps Chad F C/O ZIMMER, INC. P. O. BOX 708 WARSAW, IN46580 Sr. VP/Gen Counsel/Secretary Signatures /s/ Heather J. Kidwell, Attorney-in-Fact for Chad F. Phipps (power of attorney previously filed) 02/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 148 shares acquired under the Zimmer Biomet Holdings, Inc. (the "Company") Employee Stock Purchase Plan between June 30, 2017 and January 30, 2018 and 198 shares purchased between July 28, 2017 and January 29, 2018 under the dividend reinvestment plan for the Company's common stock. ( 2 )Represents the sale of 12,454 shares in multiple transactions, ranging in price from $115.05 to $116.04 per share, resulting in a weighted average sale price of $115.6365. 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 8,372 shares in multiple transactions, ranging in price from $116.05 to $116.78 per share, resulting in a weighted average sale price of $116.4139. 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 )Vested annually over four years in increments of 25% each year, commencing on February 12, 2009.

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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