Sec Form 4 Filing - Bruneau Aure @ ZIMMER BIOMET HOLDINGS, INC. - 2019-11-11

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Bruneau Aure 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) 11/11/2019 (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 11/11/2019 M 3,150 A $ 113.83 3,907 D Common Stock 11/11/2019 S 3,150 D $ 141.306 ( 1 ) 757 D Common Stock 11/11/2019 M 4,718 A $ 104.01 5,475 D Common Stock 11/11/2019 S 4,718 D $ 141.243 ( 2 ) 757 D Common Stock 11/11/2019 M 1,613 A $ 103.25 2,370 D Common Stock 11/11/2019 S 1,613 D $ 141.475 ( 3 ) 757 D Common Stock 11/11/2019 M 2,910 A $ 121.88 3,667 D Common Stock 11/11/2019 S 2,910 D $ 141.168 ( 4 ) 757 D Common Stock 11/11/2019 M 2,780 A $ 114.44 3,537 D Common Stock 11/11/2019 S 2,780 D $ 141.14 ( 5 ) 757 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) $ 113.83 11/11/2019 M 3,150 ( 6 ) 06/24/2025 Common Stock 3,150 $ 0 0 D Employee Stock Option (right to buy) $ 104.01 11/11/2019 M 4,718 ( 7 ) 03/21/2026 Common Stock 4,718 $ 0 1,572 D Employee Stock Option (right to buy) $ 103.25 11/11/2019 M 1,613 ( 8 ) 01/03/2027 Common Stock 1,613 $ 0 1,612 D Employee Stock Option (right to buy) $ 121.88 11/11/2019 M 2,910 ( 9 ) 03/21/2027 Common Stock 2,910 $ 0 2,910 D Employee Stock Option (right to buy) $ 114.44 11/11/2019 M 2,780 ( 10 ) 03/20/2028 Common Stock 2,780 $ 0 8,340 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bruneau Aure C/O ZIMMER, INC. P. O. BOX 708 WARSAW, IN46580 Group President Signatures /s/ Heather J. Kidwell, Attorney-in-Fact for Aure Bruneau (power of attorney previously filed) 11/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the sale of 3,150 shares in multiple transactions ranging in price from $140.98 to $141.595 per share, resulting in a weighted average sale price of $141.306. 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. ( 2 )Represents t he sale of 4,718 shares in multiple transactions ranging in price from $141.005 to $141.64 per share, resulting in a weighted average sale price of $141.243. 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 1,613 shares in multiple transactions ranging in price from $141.00 to $141.72 per share, resulting in a weighted average sale price of $141.475. 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 2,910 shares in multiple transactions ranging in price from $141.065 to $141.505 per share, resulting in a weighted average sale price of $141.168. 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 2,780 shares in multiple transactions ranging in price from $140.995 to $141.59 per share, resulting in a weighted average sale price of $141.14. 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 )One-fourth of the options vested on each of June 24, 2016, June 24, 2017, June 24, 2018 and June 24, 2019. ( 7 )4,718 of the options vested in thirds on each of March 21, 2017, March 21, 2018 and March 21, 2019; and the remaining unvested options will vest on March 21, 2020. ( 8 )806 options vested on January 3, 2018; 807 options vested on January 3, 2019; and the remaining unvested options will vest in equal portions on each of January 3, 2020 and January 3, 2021. ( 9 )1,455 options vested on each of March 21, 2018 and March 21, 2019; and the remaining unvested options will vest in equal portions on each of March 21, 2020 and March 21, 2021. ( 10 )2,780 options vested on March 20, 2019; and the remaining unvested options will vest in equal portions on each of March 20, 2020, March 20, 2021 and March 20, 2022.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.