Sec Form 4 Filing - Johnson Adam Rudolph @ LVB Acquisition, Inc. - 2015-06-24

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 Johnson Adam Rudolph 2. Issuer Name and Ticker or Trading Symbol LVB Acquisition, Inc. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O BIOMET, INC., 56 EAST BELL DRIVE, P.O. BOX 587 3. Date of Earliest Transaction (MM/DD/YY) 06/24/2015 (Street) WARSAW, IN46581-0587 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 Shares ( 7 ) 06/24/2015 D 10,000 ( 1 ) D 0 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 Options (Right to Buy) ( 7 ) $ 7.88 06/24/2015 D 175,000 ( 3 )( 4 ) 07/31/2022 Common Shares 175,000 ( 3 ) ( 4 ) 0 D Employee Stock Options (Right to Buy) ( 7 ) $ 7.88 06/24/2015 D 125,000 ( 3 )( 4 ) 08/08/2022 Common Shares 125,000 ( 3 ) ( 4 ) 0 D Restricted Stock Units ( 7 ) $ 0 06/24/2015 D 360,000 ( 5 ) ( 6 ) Common Shares 360,000 ( 5 ) 0 D Restricted Stock Units ( 7 ) $ 0 06/24/2015 D 105,000 ( 5 ) ( 6 ) Common Shares 105,000 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnson Adam Rudolph C/O BIOMET, INC. 56 EAST BELL DRIVE, P.O. BOX 587 WARSAW, IN46581-0587 See Remarks Signatures /s/ Jonathan Grandon as Attorney-in-Fact for Adam R. Johnson 06/26/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )(1) On June 24, 2015, Zimmer Holdings, Inc., a Delaware corporation ("Zimmer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Zimmer and Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zimmer ("Merger Sub"), dated as of April 24, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Zimmer (the "Merger"). ( 2 )Pursuant to the Merger Agreement, on June 24, 2015, the effective date of the Merger, each share held by the reporting person was exchanged for $8.94 in cash, without interest (the "Cash Consideration"), and 0.0562 shares of Zimmer common stock (the "Stock Consideration"). ( 3 )This option was partially vested at the effective time of the Merger. The vested portion of this option was deemed exercised through net-share settlement and the underlying shares deemed exchanged for $8.94 in Cash Consideration and 0.0562 shares in Stock Consideration. ( 4 )This option was partially vested at the effective time of the Merger. The unvested portion of this option was canceled and converted into the right to receive $3.88 in Cash Consideration and 0.024 shares in Stock Consideration. ( 5 )Each restricted stock unit, which was unvested at the effective time of the Merger, was canceled and converted into the right to receive $8.94 in Cash Consideration and 0.0562 shares in Stock Consideration. ( 6 )N/A ( 7 )The Board of Directors of the Issuer has adopted resolutions exempting the disposition of the Issuer's shares, options, and restricted stock units reported on this Form 4 by the Reporting Person pursuant to rule 16b-3 under the Exchange Act.

Remarks: Senior Vice President and Group President, Spine, Microfixation and Bone Healing

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