Richard Heppenstall - Mar 1, 2022 Form 4 Insider Report for ZimVie Inc. (ZIMV)

Role: Executive Vice President, Chief Financial Officer and Treasurer
Signature: /s/ Heather Kidwell, Attorney-in-Fact for Richard Heppenstall
Stock symbol: ZIMV
Transactions as of: Mar 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/7/2022, 06:14 PM
Previous filing: Feb 7, 2022
Next filing: Mar 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZIMV	Common Stock	Award		+17.4K			17.4K	Mar 1, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZIMV	Stock Option (right to buy)	Award		+65.7K			65.7K	Mar 1, 2022	Common Stock	65.7K	$29.26	Direct	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On March 1, 2022, Zimmer Biomet Holdings, Inc. ("Zimmer Biomet") completed a pro rata spinoff distribution (the "Distribution") of shares of ZimVie Inc. ("ZimVie") common stock, par value $ 0.01 per share ("ZimVie Common Stock") to the holders of record of Zimmer Biomet common stock, par value $ 0.01 per share ("Zimmer Biomet Common Stock") on February 15, 2022. In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of March 1, 2022, between Zimmer Biomet and ZimVie (the "EMA"), all outstanding equity awards with respect to Zimmer Biomet Common Stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to ZimVie Common Stock, with such equitable adjustments determined based on (i) the volume weighted average trading price of Zimmer Biomet Common Stock on February 28, 2022 and (ii) the volume weighted average trading price of ZimVie common stock on March 1 through March 3, 2022.
F2	Represents the grant of restricted stock units with respect to ZimVie Common Stock ("ZimVie RSUs") upon the conversion of restricted stock units with respect to Zimmer Biomet Common Stock held by the Reporting Person as of March 1, 2022 in accordance with the terms of the EMA. The ZimVie RSUs vest ratably in four annual installments on the first four anniversaries of the grant date, October 1, 2021.
F3	Represents the grant of stock options to purchase ZimVie Common Stock upon the conversion of stock options to purchase Zimmer Biomet Common Stock in accordance with the terms of the EMA.
F4	This option vests ratably in four annual installments on the first four anniversaries of the grant date, October 1, 2021.

Remarks:

Executive Vice President, Chief Financial Officer and Treasurer