Page 5 of 11 SEC Filing
This Amendment No. 1 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on June 30, 2015 (the “Original Schedule 13D”
and, as amended and supplemented by this Amendment, the “Schedule 13D”) with respect to the Common Stock of
the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in
the Original Schedule 13D.
Item 2. Identity and Background
This Amendment amends and restates the
second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below.
“Group Advisors is the general
partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a
Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which
is the sole member of each of (i) TPG GenPar IV Advisors, LLC, a Delaware limited liability company, and (ii) TPG GenPar
V Advisors, LLC, a Delaware limited liability company. TPG GenPar IV Advisors, LLC is the general partner of TPG GenPar IV, L.P,
a Delaware limited partnership, which is the general partner of TPG Partners IV, L.P., a Delaware limited partnership (“TPG
Partners IV”), which directly holds 280,938 shares of Common Stock. TPG GenPar V Advisors, LLC is the general partner
of TPG GenPar V, L.P., a Delaware limited partnership (“TPG GenPar V”), which is the (i) general partner
of each of (a) TPG Partners V, L.P., a Delaware limited partnership (“TPG Partners V”), which directly
holds 5,703,170 shares of Common Stock, (b) TPG FOF V-A, L.P., a Delaware limited partnership (“TPG FOF A”),
which directly holds 14,921 shares of Common Stock, and (c) TPG FOF V-B L.P. a Delaware limited partnership (“TPG
FOF B”), which directly holds 12,033 shares of Common Stock, and (ii) managing member of each of (a) TPG LVB
Co-Invest LLC, a Delaware limited liability company (“TPG Co-Invest I”), which directly holds 1,325,152 shares
of Common Stock, and (b) TPG LVB Co-Invest II LLC, a Delaware limited liability company (“TPG Co-Invest II”
and, together with TPG Partners IV, TPG Partners V, TPG FOF A, TPG FOF B and TPG Co-Invest I, the “TPG Funds”),
which directly holds 15,496 shares of Common Stock. The TPG Funds in the aggregate hold 7,351,710 shares of Common Stock (the “Shares”).
Because of the relationship of the TPG Funds to LVB Acquisition Holding and of Group Advisors to the TPG Funds, Group Advisors
may be deemed to beneficially own the Shares.”
Item 4. Purpose of Transaction
This Amendment amends and restates the
fifth paragraph of Item 4 of the Original Schedule 13D in its entirety as set forth below.
“On February 4, 2016, LVB Acquisition
Holding approved the distribution of all of the shares of Common Stock it held pro rata to its members pursuant to the terms of
its limited liability company operating agreement. Following the distribution, the TPG Funds directly hold the Shares. In connection
with the distribution, fractional shares of Common Stock equivalent to 2.14 shares of Common Stock are being liquidated on behalf
of the TPG Funds. The TPG Funds are receiving cash in lieu of such fractional shares.
Without limiting the foregoing, and subject
to the terms of the Zimmer Stockholders Agreement and Coordination Agreement, the Reporting Persons and any of the persons listed
in Schedule I hereto may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock or other
securities of the Issuer, dispose, or cause affiliates to dispose, of some or all of the Common Stock or other securities of the
Issuer (including in the open market, private transactions, block trades, registered sales or otherwise) or continue to hold, or
cause affiliates to hold, Common Stock or other securities of the Issuer (or any combination or derivative thereof). In particular
and without limiting the foregoing, and subject to the terms of the Zimmer Stockholders Agreement and the Coordination Agreement,
the Reporting Persons intend, from time to time depending on the various factors described above, to cause the TPG Funds to dispose
of shares of Common Stock, including pursuant to registered sales under any available shelf registration statement and to deliver
to the Issuer demand requests or take-down notices in connection therewith.”
This Amendment amends and restates the
seventh paragraph of Item 4 of the Original Schedule 13D in its entirety as set forth below.
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