FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kleopfer Stuart G.
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)
President, Americas
(Last)          (First)          (Middle)

C/O ZIMMER, INC., P. O. BOX 708
3. Date of Earliest Transaction (MM/DD/YYYY)

6/29/2015
(Street)

WARSAW, IN 46580
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/29/2015     S    50   (1) D $104.39   (2) 35347   D  
 
Common Stock   6/29/2015     S    76   (1) D $107.00   35271   D  
 
Common Stock   6/29/2015     S    25   (1) D $108.00   35246   D  
 
Common Stock   6/29/2015     S    1955   (1) D $109.4566   (3) 33291   D  
 
Common Stock   6/29/2015     S    3945   (1) D $110.5408   (4) 29346   D  
 
Common Stock   6/29/2015     S    5356   (1) D $111.3571   (5) 23990   D  
 
Common Stock   6/29/2015     S    1163   (1) D $112.3074   (6) 22827   D  
 
Common Stock   6/29/2015     S    380   (1) D $113.3321   (7) 22447   D  
 
Common Stock   6/29/2015     S    50   (1) D $114.035   (8) 22397   D  
 
Common Stock   6/30/2015     S    4000   (1) D $109.572   (9) 18397   D  
 
Common Stock   6/30/2015     S    1000   (1) D $110.3425   (10) 17397   D  
 
Common Stock                  530   I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
( 1)  Securities sold pursuant to a written plan intended to comply with Rule 10b5-1(c)(i) adopted by Mr. Kleopfer on February 12, 2015.
( 2)  Represents the sale of 50 shares in multiple transactions, ranging in price from $104.03 to $104.75 per share, resulting in a weighted average sale price of $104.39. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.
( 3)  Represents the sale of 1,955 shares in multiple transactions, ranging in price from $109.00 to $109.98 per share, resulting in a weighted average sale price of $109.4566. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.
( 4)  Represents the sale of 3,945 shares in multiple transactions, ranging in price from $110.00 to $110.99 per share, resulting in a weighted average sale price of $110.5408. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.
( 5)  Represents the sale of 5,356 shares in multiple transactions, ranging in price from $111.00 to $111.76 per share, resulting in a weighted average sale price of $111.3571. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.
( 6)  Represents the sale of 1,163 shares in multiple transactions, ranging in price from $112.01 to $112.94 per share, resulting in a weighted average sale price of $112.3074. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.
( 7)  Represents the sale of 380 shares in multiple transactions, ranging in price from $113.01 to $113.75 per share, resulting in a weighted average sale price of $113.3321. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.
( 8)  Represents the sale of 50 shares in multiple transactions, ranging in price from $114.01 to $114.06 per share, resulting in a weighted average sale price of $114.035. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.
( 9)  Represents the sale of 4,000 shares in multiple transactions, ranging in price from $109.26 to $109.99 per share, resulting in a weighted average sale price of $109.572. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.
( 10)  Represents the sale of 1,000 shares in multiple transactions, ranging in price from $110.005 to $110.58 per share, resulting in a weighted average sale price of $110.3425. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kleopfer Stuart G.
C/O ZIMMER, INC.
P. O. BOX 708
WARSAW, IN 46580


President, Americas

Signatures
/s/ Heather J. Kidwell, Attorney-in-Fact for Stuart G. Kleopfer (power of attorney previously filed) 7/1/2015
** 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.
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