UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2023

 

ZIMMER BIOMET HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-16407		13-4151777
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

345 East Main Street

Warsaw, Indiana 46580

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (574) 373-3121

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		ZBH		New York Stock Exchange
2.425% Notes due 2026		ZBH 26		New York Stock Exchange
1.164% Notes due 2027		ZBH 27		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

 

 

 

EXPLANATORY NOTE

This Current Report on Form 8-K is being filed by Zimmer Biomet Holdings, Inc. (the “Company”), solely for purposes of filing an opinion of its counsel, Faegre Drinker Biddle & Reath LLP, regarding the legality of the shares of its common stock, par value $0.01 per share, that are being registered for resale from time to time by certain selling stockholders pursuant to the prospectus supplement being filed by the Company on the date hereof (the “Resale Prospectus Supplement”).

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

EXHIBIT INDEX

 

Exhibit No.		Description
5.1		Opinion of Faegre Drinker Biddle & Reath LLP relating to the Resale Prospectus Supplement.
23.1		Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 16, 2023