1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Call Option (right to purchase)
|
Â
(3)
|
01/17/2009 |
Common Shares
|
3,100
|
$
45
|
I
|
See footnotes
(1)
(2)
(4)
|
Security Based Swap (put equivalent)
(5)
|
Â
(5)
|
04/07/2017 |
Common Shares
|
1,400
|
$
(5)
|
I
|
See footnotes
(1)
(2)
(5)
|
Security Based Swap (put equivalent)
(5)
|
Â
(5)
|
04/10/2017 |
Common Shares
|
20,200
|
$
(5)
|
I
|
See footnotes
(1)
(2)
(5)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
The Reporting Person is currently a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct
and
indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). Goldman Sachs is affiliated with private
equity funds that hold equity interests in LVB Acquisition Holding, LLC, the indirect beneficial owner of 208,324,725
Biomet, Inc. ("Biomet") common shares, including 5,723,595 shares beneficially owned by Dr. Dane A. Miller and Mary
Louise Miller that are subject
to a voting agreement with LVB Acquisition, Inc., a subsidiary of LVB Acquisition Holding,
LLC. In addition, Goldman Sachs and other wholly-owned subsidiaries of GS Group may be deemed to directly beneficially own
124,282
Biomet common shares. |
(2) |
The Reporting Person disclaims beneficial ownership of all of the securities reported on Table I and Table II of this Form
3, including the Biomet common shares that are or may be beneficially owned by LVB Acquisition Holding, LLC, Goldman Sachs
and any of its affiliated funds. |
(3) |
Immediately exercisable. |
(4) |
The securities reported herein are directly beneficially owned by Goldman Sachs. |
(5) |
Goldman Sachs International ("GSI"), a wholly-owned subsidiary of the GS Group, entered into security-based swap
agreements in the form of contracts for differences under which GSI is obligated to make payments to its counterparty, or
GSI's counterparty is obligated to make payments to GSI, as
the case may be, based on changes in the price of Biomet's common shares and any declared dividends. In addition, the
counterparty is obligated to make floating rate payments to GSI based on the notional size of the transaction. |