Page 6 of 11 SEC Filing
“As of the date of the closing
of the Merger, Michael Michelson and Jeffrey K. Rhodes have been designated by the Sponsors to serve as directors on the Zimmer
Board of Directors.”
Item 5. Interest in Securities of the
Issuer
This Amendment amends and restates Item
5 of the Original Schedule 13D in its entirety as set forth below.
“The information contained in rows
7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2,
4 and 6 is incorporated by reference in its entirety into this Item 5.
(a)–(b) The following disclosure
assumes that there are a total of 201,413,788 shares of Common Stock outstanding as of February 4, 2016 as reported in the Issuer’s
prospectus filed with the Commission pursuant to Rule 424(b) on February 8, 2016.
Pursuant to Rule 13d-3 of the Act, the
Reporting Persons may be deemed to beneficially own 7,351,712 shares of Common Stock, which constitutes approximately 3.7% of the
outstanding Common Stock.
In addition, by virtue of the rights
and obligations under the Zimmer Stockholders Agreement and Coordination Agreement, the Other Sponsor Funds, certain of their affiliates
and the Reporting Persons may each be deemed to be a member of a “group” for purposes of Section 13(d) of the Exchange
Act. This filing shall not be deemed an admission that the Reporting Persons and the Other Sponsor Funds constitute a “group”
for purposes of Section 13(d) of the Exchange Act and the Reporting Persons expressly disclaim membership in any such group. The
Other Sponsor Funds and certain of their affiliates have separately made Schedule 13D filings reporting their beneficial ownership
of shares of Common Stock.
Collectively, the TPG Funds and
the Other Sponsor Funds may be deemed to beneficially own at February 8, 2016 a total of 29,765,612 shares of Common Stock
held in the aggregate by the Sponsors (based on information in the Issuer’s prospectus filed with the Commission
pursuant to Rule 424(b) on February 8, 2016, and information provided by the Other
Sponsor Funds) or 14.8% of the total number of outstanding shares of Common Stock of the
Issuer (based on a total of 201,413,788 shares of Common Stock outstanding as of February 4, 2016 as reported in the
Issuer’s prospectus filed with the Commission pursuant to Rule 424(b) on February 8, 2016). On February 4, 2016,
certain of the Sponsor Funds entered into an underwriting agreement providing for the offer and sale of an aggregate of
11,027,558 shares of Common Stock. Following the closing of such offering, scheduled to occur on February 8, 2016, the TPG
Funds and the other Sponsors (which following the closing of such offering will no longer include funds affiliated with The
Blackstone Group L.P.) may be deemed to beneficially own a total of 18,738,054 shares of common stock, or 9.4% of the total
number of outstanding shares of Common Stock of the Issuer (based on information in the Issuer’s prospectus filed with the Commission pursuant to Rule 424(b) on
February 8, 2016, and information provided by the Other Sponsor Funds, and reflecting the contemplated concurrent share repurchase
by the Issuer). Each Reporting Person disclaims beneficial ownership of the
shares of Common Stock held by each of the Other Sponsor Funds.
(c) Except as set forth elsewhere
in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification,
any person named in Item 2 hereof, has effected any transaction in the Common Stock during the past 60 days.
(d) To the best knowledge of the Reporting
Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not applicable.”
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