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Form 4 ZIMMER BIOMET HOLDINGS, For: Dec 03 Filed by: Tornos Ivan

December 6, 2022 4:25 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Tornos Ivan
(Last) (First) (Middle)
345 E. MAIN STREET
(Street)
WARSAW IN 46580
(City) (State) (Zip)
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)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/03/2022   M   1,123 A $ 0 14,331 (1) D  
Common Stock 12/03/2022   F   453 (2) D $ 122.76 13,878 D  
Common Stock 12/03/2022   M   954 A $ 0 14,832 D  
Common Stock 12/03/2022   F   462 (2) D $ 122.76 14,370 D  
Common Stock 12/03/2022   M   1,571 A $ 0 15,941 D  
Common Stock 12/03/2022   F   869 (2) D $ 122.76 15,072 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units (3) 12/03/2022   M     1,123 12/03/2022 (4)   (4) Common Stock 1,123 $ 0 0 D  
Restricted Stock Units (3) 12/03/2022   M     954 12/03/2022 (4)   (4) Common Stock 954 $ 0 0 D  
Restricted Stock Units (3) 12/03/2022   M     1,571 12/03/2022 (4)   (4) Common Stock 1,571 $ 0 0 D  
Explanation of Responses:
1. Includes 203 shares acquired under the Zimmer Biomet Holdings, Inc. Employee Stock Purchase Plan since December 7, 2021.
2. Represents shares withheld by Zimmer Biomet Holdings, Inc. to satisfy tax withholding obligations on the vesting of restricted stock units ("RSUs").
3. Each RSU represents a contingent right to receive one share of Zimmer Biomet Holdings, Inc. common stock.
4. On December 3, 2018, the reporting person received three grants of RSUs that vested in increments of 25% each year, commencing December 3, 2019. In connection with Zimmer Biomet Holdings, Inc.'s spinoff of ZimVie Inc. on March 1, 2022, the remaining RSUs in the grants were adjusted to preserve the intrinsic value of such units by multiplying each RSU by an equity exchange ratio and rounded up to the nearest whole unit. The remaining 25% of the RSUs, as so adjusted, vested on December 3, 2022.
Matthew St. Louis, Attorney-in-Fact for Ivan Tornos 12/06/2022
** Signature of Reporting Person Date
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.

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