Suketu Upadhyay - Mar 1, 2022 Form 4 Insider Report for ZIMMER BIOMET HOLDINGS, INC. (ZBH)

Role: Exec. VP, CFO
Signature: /s/ Matthew R. St. Louis, Attorney-in-Fact for Suketu Upadhyay (power of attorney previously filed)
Stock symbol: ZBH
Transactions as of: Mar 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/3/2022, 03:07 PM
Previous filing: Feb 23, 2022
Next filing: May 18, 2022

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	ZBH	Restricted Stock Units	Award	$0	+3.74K		$0.00	3.74K	Mar 1, 2022	Common Stock	3.74K		Direct	F1, F2
transaction	ZBH	Restricted Stock Units	Award	$0	+6.83K		$0.00	6.83K	Mar 1, 2022	Common Stock	6.83K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zimmer Biomet Holdings, Inc. common stock.
F2	In connection with the Company's spinoff of ZimVie Inc., certain performance-based restricted stock units ("PRSUs") held by Company employees, included the reporting person, were converted into time-based RSUs. Effective as of March 1, 2022, PRSU awards granted in 2020 were converted into RSUs at a 50% payout level and PRSU awards granted in 2021 were converted into RSUs at an 82.5% payout level. The vesting date of these awards remains the same, with the RSUs converted from 2020 PRSUs and 2021 PRSUs scheduled to vest on February 21, 2023 and February 25, 2024, respectively. Further, in connection with the spinoff, the RSUs will be adjusted pursuant to an exchange ratio, in order to preserve the intrinsic value of the original award. The RSUs reported on this Form 4 reflect the number of RSUs following conversion from PRSUs, but do not reflect the exchange ratio adjustment, as such calculations have not yet been completed.

Content

(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zimmer Biomet Holdings, Inc. common stock.

In connection with the Company's spinoff of ZimVie Inc., certain performance-based restricted stock units ("PRSUs") held by Company employees, included the reporting person, were converted into time-based RSUs. Effective as of March 1, 2022, PRSU awards granted in 2020 were converted into RSUs at a 50% payout level and PRSU awards granted in 2021 were converted into RSUs at an 82.5% payout level. The vesting date of these awards remains the same, with the RSUs converted from 2020 PRSUs and 2021 PRSUs scheduled to vest on February 21, 2023 and February 25, 2024, respectively. Further, in connection with the spinoff, the RSUs will be adjusted pursuant to an exchange ratio, in order to preserve the intrinsic value of the original award. The RSUs reported on this Form 4 reflect the number of RSUs following conversion from PRSUs, but do not reflect the exchange ratio adjustment, as such calculations have not yet been completed.