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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ZimVie Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 2, 2025 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 15, 2025 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 15, 2025 |
Table 1: Transaction Valuation Calculation of Filing Fee Tables Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 580,345,778. |
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| July 30, 2025 |
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): July 30, 2025 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 30, 2025 |
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): July 30, 2025 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| July 30, 2025 |
Exhibit 21 Subsidiaries of ZimVie Inc. As of June 30, 2025 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba ZimVie dba Zimmer Biomet Dental dba ZimVie Dental Implant Concierge, LLC Texas Zimmer Dental Inc. Delaware dba ZimVie Dental ZimVie Holdings OUS LLC Delaware ZimVie Holdings US 1 LLC Delaware ZimVie Holdings US 2 LLC Delaware ZimVie US Corp LLC D |
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| July 30, 2025 |
ZimVie Reports Second Quarter 2025 Financial Results Exhibit 99.1 ZimVie Reports Second Quarter 2025 Financial Results • Recently entered into definitive agreement to be acquired by ARCHIMED for $19.00 in cash per share • Net Sales from Continuing Operations of $116.7 million • Net Loss from Continuing Operations of $(3.8) million; Net Loss margin of (3.3)% • Adjusted EBITDA[1] from Continuing Operations of $17.5 million; Adjusted EBITDA[1] margin o |
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| July 25, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| July 22, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| July 21, 2025 |
DEFA14A 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): July 20, 2025 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 21, 2025 |
EX-99.1 Exhibit 99.1 ZimVie Announces Definitive Agreement to be Acquired by ARCHIMED for $19.00 Per Share in Cash Transaction expected to close by year-end 2025 PALM BEACH GARDENS, Florida, July 21, 2025 (GLOBE NEWSWIRE) – ZimVie Inc. (“ZimVie”) (Nasdaq: ZIMV), a global life sciences leader in the dental implant market, today announced their entry into a definitive agreement pursuant to which Zim |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 21, 2025 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER By and Among Zamboni Parent Inc., Zamboni MergerCo Inc. and ZimVie Inc. Dated as of July 20, 2025 TABLE OF CONTENTS Page ARTICLE I The Merger 3 SECTION 1.01. The Merger 3 SECTION 1.02. Closing 3 SECTION 1.03. Effective Time 3 SECTION 1.04. Effects of the Merger 4 SECTION 1.05. Certificate of Incorporation and Bylaws of the Surviving Corpor |
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| July 21, 2025 |
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): July 20, 2025 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 30, 2025 |
SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ZIMVIE INC. (Exact name of the registrant as specified in its charter) Delaware 001-41242 (State or other jurisdiction of incorporation) (Commission file number) 4555 Riverside Drive Palm Beach Gardens, FL 33410 (Address of principal executive offices) (Zip code) Heather Kidwell Senior |
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| May 30, 2025 |
Conflict Minerals Report of ZimVie Inc. EX-1.01 Exhibit 1.01 ZIMVIE INC. Conflict Minerals Report For the Reporting Period from January 1, 2024 to December 31, 2024 This Conflict Minerals Report (this “Report”) of ZimVie Inc. (“ZimVie,” the “Company,” “we,” “our” or “us”) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting pe |
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| May 13, 2025 |
FORM 8-K Item 5.07 Submission of Matters to a Vote of Security Holders. 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): May 07, 2025 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 8, 2025 |
ZimVie Reports First Quarter 2025 Financial Results Exhibit 99.1 ZimVie Reports First Quarter 2025 Financial Results • Net Sales from Continuing Operations of $112.0 million • Net Loss from Continuing Operations of $(2.6) million; Net Loss margin of (2.3)% • Adjusted EBITDA[1] from Continuing Operations of $17.6 million; Adjusted EBITDA[1] margin of 15.7% • GAAP diluted EPS from Continuing Operations of $(0.09) and adjusted diluted EPS[1] from Cont |
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| May 8, 2025 |
EX-99.2 Exhibit 99.2 A Global Dental Leader May 2025 1 Forward-Looking Statements and Non-GAAP Measures Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies, or prospects. We ge |
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| May 8, 2025 |
Exhibit 21 Subsidiaries of ZimVie Inc. As of March 31, 2025 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba ZimVie dba Zimmer Biomet Dental dba ZimVie Dental Implant Concierge, LLC Texas Zimmer Dental Inc. Delaware dba ZimVie Dental ZimVie Holdings US 1 LLC Delaware ZimVie Holdings US 2 LLC Delaware ZimVie US Corp LLC Delaware ZimVie Holdings OUS LLC |
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| May 8, 2025 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): May 8, 2025 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| March 25, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 25, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14 |
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| March 13, 2025 |
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): March 07, 2025 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 13, 2025 |
ZimVie Announces Upcoming Changes to Company's Board of Directors Exhibit 99.1 ZimVie Announces Upcoming Changes to Company's Board of Directors PALM BEACH GARDENS, Fla., March 13, 2025 (GLOBE NEWSWIRE) - ZimVie Inc. (Nasdaq: ZIMV), a global life sciences leader in the dental implant market, today announced upcoming changes to the Company's Board of Directors, including: • Non-Executive Chair David King will not stand for reelection as a director upon the expira |
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| February 26, 2025 |
Form of ZimVie Inc. Three-Year Vesting Restricted Stock Unit Award Agreement. ZimVie Inc. 2022 STOCK INCENTIVE PLAN THREE-YEAR RESTRICTED STOCK UNIT AWARD GRANT NOTICE ZimVie Inc. (the “Company”) granted you this restricted stock unit (“RSU”) award (“Award”) pursuant to the Company’s 2022 Stock Incentive Plan (“Plan”). Each RSU represents an unfunded, unsecured promise by the Company to deliver one share of Common Stock (“Share”) to you in accordance with the Three-Year Res |
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| February 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41242 ZIMVIE INC. (Ex |
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| February 26, 2025 |
Exhibit 21.1 Subsidiaries of ZimVie Inc. As of December 31, 2024 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba ZimVie dba Zimmer Biomet Dental dba ZimVie Dental Implant Concierge, LLC Texas Zimmer Dental Inc. Delaware dba ZimVie Dental ZimVie Holdings US 1 LLC Delaware ZimVie Holdings US 2 LLC Delaware ZimVie US Corp LLC Delaware ZimVie Holdings OUS |
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| February 26, 2025 |
ZimVie Reports Fourth Quarter and Full Year 2024 Financial Results Exhibit 99.1 ZimVie Reports Fourth Quarter and Full Year 2024 Financial Results • FY2024 Third Party Net Sales from Continuing Operations of $449.7 million • FY2024 Net Loss from Continuing Operations of $(33.8) million; Net Loss margin of (7.5%) • FY2024 Adjusted EBITDA[1] from Continuing Operations of $60.0 million; Adjusted EBITDA[1] margin of 13.3% • FY2024 GAAP diluted EPS from Continuing Ope |
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| February 26, 2025 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): February 26, 2025 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 26, 2025 |
Form of ZimVie Inc, Cliff Vesting Restricted Stock Unit Award Agreement. ZimVie Inc. 2022 STOCK INCENTIVE PLAN THREE-YEAR CLIFF RESTRICTED STOCK UNIT AWARD 3-Year Cliff Vesting RSU Agreement (2025) 1 3-Year Cliff Vesting RSU Award (2025) 2 ZimVie Inc. (the “Company”) granted you this restricted stock unit (“RSU”) award (“Award”) pursuant to the Company’s 2022 Stock Incentive Plan (“Plan”). Each RSU represents an unfunded, unsecured promise by the Company to deliver one |
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| February 26, 2025 |
ZimVie Inc. Insider Trading Policy. Exhibit 19 ZIMVIE INC. STOCK TRADING POLICY Effective December 16, 2024 PURPOSE The purpose of this Stock Trading Policy is to promote compliance with applicable securities laws by ZimVie and its directors, officers, and employees, in order to preserve the reputation and integrity of ZimVie and persons affiliated with it. Federal securities laws and ZimVie’s Code of Business Conduct and Ethics pro |
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| February 26, 2025 |
ZimVie Inc. STOCK PLAN FOR NON‑EMPLOYEE DIRECTORS RESTRICTED STOCK UNIT AWARD GRANTED TO AWARD RECIPIENT: [●] NUMBER OF RESTRICTED STOCK UNITS: [●] AWARD DATE: [●] ZIMVIE INC. STOCK PLAN FOR NON‑EMPLOYEE DIRECTORS RESTRICTED STOCK UNIT AWARD 1. RESTRICTED STOCK UNIT AWARD Under Section 6 of the ZimVie Inc. Stock Plan for Non‑Employee Directors (the “Plan”), the Board of Directors (the “Board”) of |
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| February 26, 2025 |
A Global Dental Leader February 2025 Exhibit 99.2 Forward-Looking Statements and Non-GAAP Measures Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies, or prospects. We general |
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| February 14, 2025 |
EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated February 14, 2025 is by and between Camber Capital Management LP, a Delaware limited partnership, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). |
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| November 14, 2024 |
ZIMV / ZimVie Inc. / Divisadero Street Capital Management, LP Passive Investment SC 13G/A 1 d1152812213g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZimVie Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 98888T107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| November 14, 2024 |
ZIMV / ZimVie Inc. / Eversept Partners, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.) * ZIMVIE Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 98888T107 (CUSIP Number) Kamran Moghtaderi, Eversept Partners, L.P., 444 Madison Avenue, 22nd Floor, New York, NY 10022, 212-271-4211 (Name, Address and Te |
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| October 30, 2024 |
ZimVie Reports Third Quarter 2024 Financial Results Exhibit 99.1 ZimVie Reports Third Quarter 2024 Financial Results • Third Party Net Sales from Continuing Operations of $103.2 million • Net Loss from Continuing Operations of $(3.0) million; Net Loss margin of (3.0%) • Adjusted EBITDA[1] from Continuing Operations of $13.1 million; Adjusted EBITDA[1] margin of 12.7% • GAAP diluted EPS from Continuing Operations of $(0.11) and adjusted diluted EPS |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| October 30, 2024 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): October 30, 2024 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| October 30, 2024 |
A Global Dental Leader October 2024 Exhibit 99.2 Forward-Looking Statements and Non-GAAP Measures Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies, or prospects. We generall |
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| October 30, 2024 |
Exhibit 21 Subsidiaries of ZimVie Inc. As of September 30, 2024 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba ZimVie dba Zimmer Biomet Dental dba ZimVie Dental Implant Concierge, LLC Texas Zimmer Dental Inc. Delaware dba ZimVie Dental ZimVie Holdings US 1 LLC Delaware ZimVie Holdings US 2 LLC Delaware ZimVie US Corp LLC Delaware Foreign subsidiaries |
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| October 4, 2024 |
ZIMV / ZimVie Inc. / Neuberger Berman Group LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZimVie Inc. (Name of Issuer) Common (Title of Class of Securities) 98888T107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| August 1, 2024 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): August 1, 2024 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| August 1, 2024 |
ZimVie Inc. Executive Severance Plan, as amended May 14, 2024. ZimVie Inc. Executive Severance Plan Effective as of January 1, 2022 As Amended May 14, 2024 TABLE OF CONTENTS Page INTRODUCTION 1 ABOUT YOUR PARTICIPATION 1 Eligibility to Participate in the Plan 1 Eligibility to Receive Severance Benefits 2 AMOUNT OF SEVERANCE BENEFIT OFFER 3 How Your Severance Benefit Offer Is Calculated 3 HOW SEVERANCE BENEFITS ARE PAID 4 General Release Requirements 5 Forfeit |
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| August 1, 2024 |
ZimVie Reports Second Quarter 2024 Financial Results Exhibit 99.1 ZimVie Reports Second Quarter 2024 Financial Results • Third Party Net Sales from Continuing Operations of $116.8 million • Net Loss from Continuing Operations of $(9.6) million; Net Loss margin of (8.2%) • Adjusted EBITDA[1] from Continuing Operations of $16.1 million; Adjusted EBITDA[1] margin of 13.8% • Reduced debt to $235.1 million, ended quarter with cash balance from Continuing |
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| August 1, 2024 |
A Global Dental Leader August 2024 Exhibit 99.2 Forward-Looking Statements and Non-GAAP Measures Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies, or prospects. We generally |
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| August 1, 2024 |
Exhibit 21 Subsidiaries of ZimVie Inc. As of June 30, 2024 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba ZimVie dba Zimmer Biomet Dental dba ZimVie Dental Implant Concierge, LLC Texas Zimmer Dental Inc. Delaware dba ZimVie Dental ZimVie Holdings US 1 LLC Delaware ZimVie Holdings US 2 LLC Delaware ZimVie US Corp LLC Delaware Foreign subsidiaries: Bio |
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| August 1, 2024 |
Assignment and Assumption Agreement THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), dated March 29 2024 (the “Effective Date”), is by and between Zimmer Biomet Spine, LLC (“ZBS”), and ZimVie Inc. |
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| July 2, 2024 |
ZIMV / ZimVie Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G 1 ZIMVSC13GJuly2024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ZIMVIE INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 98888T107 (CUSIP Number) JUNE 25, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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| May 24, 2024 |
Exhibit 1.01 ZIMVIE INC. Conflict Minerals Report For the Reporting Period from January 1, 2023 to December 31, 2023 This Conflict Minerals Report (this “Report”) of ZimVie Inc. (“ZimVie,” the “Company,” “we,” “our” or “us”) has been prepared pursuant to Rule 13p-1 and Form SD (collectively, the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period fro |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ZIMVIE INC. (Exact name of the registrant as specified in its charter) Delaware 001-41242 (State or other jurisdiction of incorporation) (Commission file number) 4555 Riverside Drive Palm Beach Gardens, FL 33410 (Address of principal executive offices) (Zip code) Heather Kidwell Senior Vic |
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| May 17, 2024 |
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): May 15, 2024 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 8, 2024 |
A Global Dental Leader May 2024 Exhibit 99.2 Forward-Looking Statements and Non-GAAP Measures Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies, or prospects. We generally us |
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| May 8, 2024 |
Exhibit 21 Subsidiaries of ZimVie Inc. As of March 31, 2024 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba Zimmer Biomet Dental dba ZimVie Dental EBI Holdings, LLC Delaware EBI Medical Systems, LLC Delaware EBI, LLC Indiana dba EBI Bone Healing, LLC (Forced) dba EBI, LLC (IN) (Forced) dba EBI, LLC of Indiana (Forced) dba ZimVie Electro-Biology, LLC D |
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| May 8, 2024 |
ZimVie Reports First Quarter 2024 Financial Results Exhibit 99.1 ZimVie Reports First Quarter 2024 Financial Results • Third Party Net Sales from Continuing Operations of $118.2 million • Net Loss from Continuing Operations of ($11.5) million; Net Loss margin of (9.7%) • Adjusted EBITDA[1] from Continuing Operations of $12.5 million; Adjusted EBITDA[1] margin of 10.5% • Completed sale of spine business for $375 million and repaid $275 million of de |
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| May 8, 2024 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): May 8, 2024 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| May 8, 2024 |
Exhibit 2.2 EXECUTED VERSION ZEB Buyer, LLC c/o H.I.G. Capital, LLC 1450 Brickell Avenue, 31st Floor Miami, Florida 33131 March 29, 2024 ZimVie Inc. 4555 Riverside Drive Palm Beach Gardens, Florida 33410 Reference is made to that certain Equity Purchase Agreement, dated as of December 15, 2023 (as may be amended, restated, supplemented or modified from time to time, the “EPA”), by and among ZIMVIE |
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| April 4, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Comm |
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| April 4, 2024 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On April 1, 2024 ZimVie Inc. (the “Company”) announced it had completed the previously announced sale of its spine business to H.I.G. Capital for $315.0 million of cash, subject to certain customary adjustments as set forth in the purchase agreement, and a $60.0 million promissory note. The following unaudited pro forma |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 1, 2024 |
Exhibit 99.1 ZimVie Announces Closing of Sale of Spine Business Completion of Sale to an Affiliate of H.I.G. Capital for $375 Million Establishes Pure-Play Dental Business PALM BEACH GARDENS, Florida., April 1, 2024 (GLOBE NEWSWIRE) – ZimVie Inc. (Nasdaq: ZIMV), a global life sciences leader in the dental market, today announced that it has closed the previously communicated sale of its Spine busi |
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| April 1, 2024 |
A Global Dental Leader April 2024 Exhibit 99.2 Forward-Looking Statements and Non-GAAP Measures Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, sta |
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| April 1, 2024 |
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): April 1, 2024 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| April 1, 2024 |
Exhibit 10.1 Execution Version PROMISSORY NOTE THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT (AS DEFINED BELOW), AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED PURSUANT TO THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS NOTE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE, IN THE MANNER AND TO THE EXTENT SE |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 4, 2024 |
ZIMV / ZimVie Inc. / Divisadero Street Capital Management, LP Passive Investment SC 13G 1 d1099525813-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* ZimVie Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 98888T107 (CUSIP Number) February 28, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41242 ZIMVIE INC. (Ex |
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| February 28, 2024 |
ZimVie Reports Fourth Quarter and Full Year 2023 Financial Results Exhibit 99.1 ZimVie Reports Fourth Quarter and Full Year 2023 Financial Results • FY 2023 Third Party Net Sales from Continuing Operations of $457.2 million • FY 2023 Third Party Net Sales from Discontinued Operations of $409.2 million • Updated Reporting Framework: Continuing Operations consists of the Dental Business and the majority of Corporate while Discontinued Operations consists of the Spi |
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| February 28, 2024 |
Corporate Overview February 2024 Exhibit 99.2 Forward-looking statements and Non-GAAP measures Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, stat |
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| February 28, 2024 |
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): February 28, 2024 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 28, 2024 |
ZimVie Inc. Compensation Recovery Policy effective February 17, 2023 (amended October 2, 2023) Exhibit 97 ZIMVIE INC. COMPENSATION RECOVERY POLICY Effective February 17, 2023 (As Amended Effective October 2, 2023) Policy The Board of Directors of ZimVie Inc. has adopted this Compensation Recovery Policy pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, the Securities and Exchange Commission regulations promulgated thereunder, and applicable Nasdaq Stock Market (“Nasdaq”) li |
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| February 28, 2024 |
Exhibit 21.1 Subsidiaries of ZimVie Inc. As of December 31, 2023 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba Zimmer Biomet Dental dba ZimVie Dental EBI Holdings, LLC Delaware EBI Medical Systems, LLC Delaware EBI, LLC Indiana dba Biomet Spine & Bone Healing Technologies, LLC (Forced) dba EBI Bone Healing, LLC (Forced) dba EBI, LLC (IN) (Forced) db |
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| February 14, 2024 |
EX-1 2 CamberZIMV-13Ga2024ex1.htm JOING FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated February 14, 2024 is by and between Camber Capital Management LP, a Delaware limited partnership, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). Each of the Filers may be required to file with the United States Securitie |
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| February 14, 2024 |
ZIMV / ZimVie Inc. / Camber Capital Management LP - PRIMARY DOCUMENT Passive Investment SC 13G/A 1 CamberZIMV13Ga2024.htm PRIMARY DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) ZIMVIE INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 98888T107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 14, 2024 |
ZIMV / ZimVie Inc. / Divisadero Street Capital Management, LP Passive Investment SC 13G/A 1 d1098062113g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZimVie Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 98888T107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| February 14, 2024 |
ZIMV / ZimVie Inc. / Kent Lake Capital LLC Passive Investment SC 13G/A 1 zimv13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZimVie, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 98888T107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 13, 2024 |
ZIMV / ZimVie Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Zimvie Inc Title of Class of Securities: Common Stock CUSIP Number: 98888T107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d |
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| February 12, 2024 |
ZIMV / ZimVie Inc. / Neuberger Berman Group LLC Passive Investment SC 13G 1 formsc13g-02122024080238.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ZimVie Inc. (Name of Issuer) Common (Title of Class of Securities) 98888T107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| January 19, 2024 |
ZIMV / ZimVie Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G/A 1 ZIMVSC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ZIMVIE INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 98888T107 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to |
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| December 21, 2023 |
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): December 15, 2023 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| December 18, 2023 |
EX-99.2 Business Update December 18, 2023 Exhibit 99.2 Forward-looking statements and Non-GAAP measures Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited |
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| December 18, 2023 |
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): December 15, 2023 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| December 18, 2023 |
EX-99.1 Exhibit 99.1 ZimVie Announces Definitive Agreement to Sell Spine Business to H.I.G. Capital for $375 Million Proposed Sale Establishes a Pure-Play Dental Company with a Leading Implant Portfolio Net Proceeds Will be Used to Pay Down Debt and Support Dental Growth Initiatives WESTMINSTER, Colorado, December 18, 2023 (GLOBE NEWSWIRE) – ZimVie Inc. (Nasdaq: ZIMV), a global life sciences leade |
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| December 18, 2023 |
Exhibit 2.1 EXECUTION VERSION EQUITY PURCHASE AGREEMENT among ZIMVIE INC., ZEB BUYER, LLC and ZIMMER BIOMET SPINE, INC. (solely for the purposes set forth herein) Dated as of December 15, 2023 TABLE OF CONTENTS Page ARTICLE I Purchase and Sale of the Transferred Equity Interests; Closing 2 SECTION 1.01 Purchase and Sale of the Transferred Equity Interests 2 SECTION 1.02 Closing Date 2 SECTION 1.03 |
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| November 1, 2023 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): November 1, 2023 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| November 1, 2023 |
ZimVie Reports Third Quarter 2023 Financial Results and Provides Update to Annual Guidance Exhibit 99.1 ZimVie Reports Third Quarter 2023 Financial Results and Provides Update to Annual Guidance • Third Party Net Sales of $202.9 million • Net Loss of ($5.1) million; Net Loss Margin of (2.5%); Adjusted Net Income[1] of $2.2 million • Diluted EPS of ($0.19); Adjusted Diluted EPS[1] of $0.08 • Adjusted EBITDA[1] of $25.8 million; Adjusted EBITDA margin[1] of 12.7% • Ending cash balance of |
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| November 1, 2023 |
Supplemental Financial Information November 1, 2023 Exhibit 99.2 FORWARD-LOOKING STATEMENTS AND NON-GAAP MEASURES Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies or prospec |
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| November 1, 2023 |
Exhibit 21 Subsidiaries of ZimVie Inc. As of September 30, 2023 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba Zimmer Biomet Dental dba ZimVie Dental EBI Holdings, LLC Delaware EBI Medical Systems, LLC Delaware EBI, LLC Indiana dba Biomet Spine & Bone Healing Technologies, LLC (Forced) dba EBI Bone Healing, LLC (Forced) dba EBI, LLC (IN) (Forced) dba |
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| October 11, 2023 |
10225 Westmoor Drive Westminster, Colorado 80021 10225 Westmoor Drive Westminster, Colorado 80021 October 11, 2023 Via EDGAR Transmission U. |
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| September 26, 2023 |
10225 Westmoor Drive Westminster, Colorado 80021 10225 Westmoor Drive Westminster, Colorado 80021 September 26, 2023 Via EDGAR Transmission U. |
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| August 3, 2023 |
As filed with the Securities and Exchange Commission on August 3, 2023 S-8 As filed with the Securities and Exchange Commission on August 3, 2023 Registration No. |
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| August 3, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ZimVie Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (2) Equity Common Stock, $0.01 par |
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| August 2, 2023 |
Exhibit 21 Subsidiaries of ZimVie Inc. Exhibit 21 As of June 30, 2023 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba Zimmer Biomet Dental dba ZimVie Dental EBI Holdings, LLC Delaware EBI Medical Systems, LLC Delaware EBI, LLC Indiana dba Biomet Healing Technologies (Forced) dba Biomet Spine (Forced) dba Biomet Spine & Bone Healing Technologies, LLC ( |
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| August 2, 2023 |
EX-99.2 Supplemental Financial Information August 2, 2023 Exhibit 99.2 FORWARD-LOOKING STATEMENTS AND NON-GAAP MEASURES Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies or p |
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| August 2, 2023 |
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): August 2, 2023 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 2, 2023 |
ZimVie Reports Second Quarter 2023 Financial Results and Provides Update to Annual Guidance EX-99.1 Exhibit 99.1 ZimVie Reports Second Quarter 2023 Financial Results and Provides Update to Annual Guidance • Third Party Net Sales of $224.9 million • Net Loss of ($23.4) million; Net Loss Margin of (10.4%); Adjusted Net Income[1] of $4.3 million • Diluted EPS of ($0.89); Adjusted Diluted EPS[1] of $0.17 • Adjusted EBITDA[1] of $29.7 million; Adjusted EBITDA margin[1] of 13.2% WESTMINSTER, C |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| June 2, 2023 |
ZIMV / ZimVie Inc / Divisadero Street Capital Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 19, 2023 |
ZIMV / ZimVie Inc / ZIMMER BIOMET HOLDINGS, INC. - SC 13G/A Passive Investment SC 13G/A 1 d471979dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZimVie Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98888T107 (CUSIP Number) February 1, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| May 18, 2023 |
Exhibit 10.1 ZIMVIE INC. 2022 STOCK INCENTIVE PLAN (As Amended on May 12, 2023) 1. General: (a) Establishment of Plan. The ZimVie Inc. 2022 Stock Incentive Plan (the “Plan”) was originally established effective as of March 1, 2022 (the “Initial Effective Date”). The Plan, as amended, will become effective on May 12, 2023 (the “Amendment Effective Date”) upon the affirmative vote of a majority of v |
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| May 18, 2023 |
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): May 12, 2023 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 3, 2023 |
EX-99.2 Supplemental Financial Information May 3, 2023 Exhibit 99.2 FORWARD-LOOKING STATEMENTS AND NON-GAAP MEASURES Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies or pros |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| May 3, 2023 |
Exhibit 21 Subsidiaries of ZimVie Inc. As of March 31, 2023 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba Zimmer Biomet Dental dba ZimVie Dental EBI Holdings, LLC Delaware EBI Medical Systems, LLC Delaware EBI, LLC Indiana dba Biomet Healing Technologies (Forced) dba Biomet Spine (Forced) dba Biomet Spine & Bone Healing Technologies, LLC (Forced) db |
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| May 3, 2023 |
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): May 3, 2023 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| May 3, 2023 |
ZimVie Reports First Quarter 2023 Financial Results and Provides Update to Annual Guidance EX-99.1 Exhibit 99.1 ZimVie Reports First Quarter 2023 Financial Results and Provides Update to Annual Guidance • Third Party Net Sales of $225.1 million • Net Loss of ($30.0) million; Net Loss Margin of (13.3%); Adjusted Net Income[1] of $6.7 million • Diluted EPS of ($1.14); Adjusted Diluted EPS[1] of $0.25 • Adjusted EBITDA[1] of $32.1 million; Adjusted EBITDA margin[1] of 14.3% • Prepaid requi |
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| April 20, 2023 |
ZIMV / ZimVie Inc / Kent Lake Capital LLC - KTL ZMV 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* ZimVie, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 98888T107 (CUSIP Number) April 10, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| March 28, 2023 |
Definitive Proxy Statement on Schedule 14A filed with the Commission on March 28, 2023; Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14 |
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| March 28, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a party other than the Registrant ☐ CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 28, 2023 |
Notice of 2023 Annual Meeting of Shareholders and Proxy Statement VISION Everyone deserves to feel better, healthier, and stronger. |
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| March 21, 2023 |
ZIMV / ZimVie Inc / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ZIMVIE INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 98888T107 (CUSIP Number) MARCH 15, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedu |
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| March 1, 2023 |
Form of ZimVie Inc. Three-Year Performance-Based Restricted Stock Unit Agreement Exhibit 10.23 ZimVie Inc. 2022 STOCK INCENTIVE PLAN THREE-YEAR PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE ZimVie Inc. (the “Company”) granted you this restricted stock unit (“RSU”) award (“Award”) pursuant to the Company’s 2022 Stock Incentive Plan (“Plan”). Each RSU represents an unfunded, unsecured promise by the Company to deliver one share of Common Stock (“Share”) to you in ac |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41242 ZIMVIE INC. (Ex |
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| March 1, 2023 |
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): March 1, 2023 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 1, 2023 |
Exhibit 21.1 Subsidiaries of ZimVie Inc. As of December 31, 2022 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba Zimmer Biomet Dental dba ZimVie Dental EBI Holdings, LLC Delaware EBI Medical Systems, LLC Delaware EBI, LLC Indiana dba Biomet Healing Technologies (Forced) dba Biomet Spine (Forced) dba Biomet Spine & Bone Healing Technologies, LLC (Force |
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| March 1, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ZIMVIE INC. (hereinafter called the “Corporation”) Effective: February 17, 2023 Article I Offices and Records Section 1.01. Registered Office. The Corporation shall maintain a registered office and registered agent within the State of Delaware as are designated from time to time by the Board of Directors of the Corporation. Section 1.02. Other Offices. Th |
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| March 1, 2023 |
EX-99.2 Supplemental Financial Information March 1, 2023 Exhibit 99.2 FORWARD-LOOKING STATEMENTS AND NON-GAAP MEASURES Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies or pr |
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| March 1, 2023 |
ZimVie Reports Fourth Quarter and Full Year 2022 Financial Results EX-99.1 Exhibit 99.1 ZimVie Reports Fourth Quarter and Full Year 2022 Financial Results • FY 2022 Third Party Net Sales of $909.5 million • FY 2022 Net Loss of ($63.9) million; Net Loss Margin of (7.0%); Adjusted Net Income[1] of $47.9 million • FY 2022 Diluted EPS of ($2.45); Adjusted Diluted EPS[1] of $1.84 • FY 2022 Adjusted EBITDA[1] of $122.5 million; Adjusted EBITDA margin[1] of 13.5% WESTMI |
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| February 22, 2023 |
Amended and Restated Bylaws of ZimVie Inc., effective as of February 17, 2023 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF ZIMVIE INC. (hereinafter called the “Corporation”) Effective: February 28, 202217, 2023 ARTICLE I Offices and Records Section 1.01. Registered Office. The Corporation shall maintain a registered office of the Corporation inand registered agent within the State of Delaware is located at 251 Little Falls Drive, Cityas are designated from time to time |
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| February 22, 2023 |
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): February 17, 2023 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| February 14, 2023 |
EX-99.1 2 d436363dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of ZimVie Inc. Th |
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| February 14, 2023 |
ZIMV / ZimVie Inc / Camber Capital Management LP - PRIMARY DOCUMENT Passive Investment SC 13G/A 1 CamberZIMV13Ga2023.htm PRIMARY DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) ZIMVIE INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 98888T107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 14, 2023 |
EX-1 2 camberZIMV-13Ga2023.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated February 14, 2023 is by and between Camber Capital Management LP, a Delaware limited partnership, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). Each of the Filers may be required to file with the United States Securities a |
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| February 14, 2023 |
ZIMV / ZimVie Inc / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment SC 13G/A 1 d436363dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) ZimVie Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 98888T107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 9, 2023 |
ZIMV / ZimVie Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Zimvie Inc. Title of Class of Securities: Common Stock CUSIP Number: 98888T107 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule 13d-1( |
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| January 27, 2023 |
ZIMV / ZimVie Inc / ZIMMER BIOMET HOLDINGS, INC. - SC 13G Passive Investment SC 13G 1 d447736dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ZimVie Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98888T107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| November 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 9, 2022 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 9, 2022 |
ZimVie Reports Third Quarter 2022 Financial Results ZimVie Reports Third Quarter 2022 Financial Results ? Third party net sales of $213. |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| November 9, 2022 |
Subsidiaries of ZimVie Inc. As of September 30, 2022 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba Zimmer Biomet Dental dba ZimVie Dental EBI Holdings, LLC Delaware EBI Medical Systems, LLC Delaware EBI, LLC Indiana dba Biomet Healing Technologies (Forced) dba Biomet Spine (Forced) dba Biomet Spine & Bone Healing Technologies, LLC (Forced) dba Biome |
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| August 12, 2022 |
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): August 12, 2022 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| August 10, 2022 |
As filed with the Securities and Exchange Commission on August 10, 2022 As filed with the Securities and Exchange Commission on August 10, 2022 Registration No. |
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| August 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 10, 2022 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| August 10, 2022 |
Subsidiaries of ZimVie Inc. As of June 30, 2022 Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba Zimmer Biomet Dental dba ZimVie Dental EBI Holdings, LLC Delaware EBI Medical Systems, LLC Delaware EBI, LLC Indiana dba Biomet Healing Technologies (Forced) dba Biomet Spine (Forced) dba Biomet Spine & Bone Healing Technologies, LLC (Forced) dba Biomet Spi |
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| August 10, 2022 |
ZimVie Reports Second Quarter 2022 Financial Results EX-99.1 2 zimv-ex991.htm EX-99.1 ZimVie Reports Second Quarter 2022 Financial Results • Third party net sales of $233.4 million • Net loss of ($8.7) million; net loss margin of (3.7%); adjusted net income[1] of $17.6 million • Diluted EPS of ($0.33); adjusted diluted EPS[1] of $0.67 • Adjusted EBITDA[1] of $31.3 million; adjusted EBITDA margin[1] of 13.4% • Cash and cash equivalents of $130.1 mill |
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| August 10, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ZimVie Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee (2) Equity Common Stock, $0.01 par |
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| July 15, 2022 |
ZIMV / ZimVie Inc / BALYASNY ASSET MANAGEMENT LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Zimvie Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98888T107 (CUSIP Number) July 6, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? Rule 13d-1(b) ? Rule 13d-1(c |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41242 ZIMVIE INC. |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 05, 2022 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 5, 2022 |
ZimVie Reports First Quarter 2022 Financial Results ZimVie Reports First Quarter 2022 Financial Results • Third party net sales of $234. |
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| March 31, 2022 |
Exhibit 21.1 Subsidiaries of ZimVie Inc. As of March 31, 2022 Domestic subsidiaries: Biomet 3i, LLC Florida dba Zimmer Biomet Dental dba ZimVie Dental EBI Holdings, LLC Delaware EBI Medical Systems, LLC Delaware EBI, LLC Indiana dba Zimmer Biomet Bone Healing Technologies dba Biomet Bone Healing Technologies dba Biomet Bracing dba Biomet Healing Technologies (Forced) dba Biomet Spine (Forced) dba |
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| March 31, 2022 |
ZIMVIE INC. EMPLOYEE STOCK PURCHASE PLAN Section 1. Designation and Purpose. The name of this Plan is the ZimVie Inc. Employee Stock Purchase Plan. The purpose of the Plan is to provide Employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. The Plan is intended to qualify as an "Employee Stock Purchase Plan" under Code Section 423. The |
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| March 31, 2022 |
ZimVie Reports 2021 Financial Results, Reaffirms 2022 Financial Guidance, and Provides Supplemental Financial Information ? 2021 third party revenue of $1. |
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| March 31, 2022 |
Exhibit 4.1 Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 As of March 15, 2022, ZimVie Inc. (the “Company,” “we,” “our” and “us”) maintained one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our common stock, par value $0.01 per share (the “Common Stock”). The |
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| March 31, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 31, 2022 ZimVie Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41242 87-2007795 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41242 ZIMVIE INC. (Ex |
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| March 21, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT This Joint Filing Agreement dated March 21, 2022 is by and between Camber Capital Management LP, a Delaware limited partnership, and Stephen DuBois, an individual (the foregoing are collectively referred to herein as the "Filers"). |
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| March 21, 2022 |
ZIMV / ZimVie Inc / Camber Capital Management LP - PRIMARY DOCUMENT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ZIMVIE INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 98888T107 (CUSIP Number) March 9, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| March 7, 2022 |
EX-10.2 3 d446721dex102.htm EX-10.2 Exhibit 10.2 ZIMVIE INC. CHANGE IN CONTROL SEVERANCE AGREEMENT THIS AGREEMENT, dated as of March 1, 2022, is made by and between ZimVie Inc., a Delaware corporation (the “Company”), and Vafa Jamali (the “Executive”). The capitalized words and terms used throughout this Agreement are defined in Article XIII. Recitals A. The Company considers it essential to the b |
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| March 7, 2022 |
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): March 1, 2022 ZIMVIE INC. (Exact name of registrant as specified in its charter) Delaware 001-41242 87-2007795 (State or other jurisdiction of incorporation) (Commission File Number) |
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| March 7, 2022 |
Exhibit 10.6 CORPORATE EXECUTIVE CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement (?Agreement?) is made by and between Zimmer Biomet Spine, Inc. d/b/a ZimVie, a Delaware corporation, and (?Employee?). Recitals A. For purposes of this Agreement, the term ?Company? means Zimmer Biomet Spine, Inc. |
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| March 7, 2022 |
EX-10.7 8 d446721dex107.htm EX-10.7 Exhibit 10.7 ZimVie Inc. 2022 STOCK INCENTIVE PLAN THREE-YEAR RESTRICTED STOCK UNIT AWARD ZimVie Inc. (the “Company”) granted you this restricted stock unit (“RSU”) award (“Award”) pursuant to the Company’s 2022 Stock Incentive Plan (“Plan”). Each RSU represents an unfunded, unsecured promise by the Company to deliver one share of Common Stock (“Share”) to you, |
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| March 7, 2022 |
EX-10.8 9 d446721dex108.htm EX-10.8 Exhibit 10.8 ZimVie Inc. 2022 STOCK INCENTIVE PLAN THREE-YEAR CLIFF RESTRICTED STOCK UNIT AWARD ZimVie Inc. (the “Company”) granted you this restricted stock unit (“RSU”) award (“Award”) pursuant to the Company’s 2022 Stock Incentive Plan (“Plan”). Each RSU represents an unfunded, unsecured promise by the Company to deliver one share of Common Stock (“Share”) to |
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| March 7, 2022 |
Exhibit 10.4 ZimVie Inc. Deferred Compensation Plan Effective as of January 1, 2022 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND CONSTRUCTION 1 1.1 Definitions 1 1.2 Rules of Construction 4 ARTICLE II. PARTICIPATION 4 2.1 In General 4 2.2 Participation 4 2.3. Transferred Employees 5 2.4. Amendment of Eligibility Criteria 5 ARTICLE III. DEFERRAL ELECTIONS AND COMPANY MATCHING CONTRIBUTION AMOU |
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| March 7, 2022 |
EX-10.10 11 d446721dex1010.htm EX-10.10 Exhibit 10.10 ZimVie Inc. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS RESTRICTED STOCK UNIT AWARD GRANTED TO AWARD RECIPIENT: [•] NUMBER OF RESTRICTED STOCK UNITS: [•] AWARD DATE: [•] ZIMVIE INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS RESTRICTED STOCK UNIT AWARD 1. RESTRICTED STOCK UNIT AWARD Under Section 6 of the ZimVie Inc. Stock Plan for Non-Employee Directors |
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| March 7, 2022 |
EX-10.11 12 d446721dex1011.htm EX-10.11 Exhibit 10.11 unum?~ Supplemental Individual Disability Insurance Plan Covemge mtdenvritten by the foUOIJiing !11bsidiary if Umn1 January 4, 2022 Provident life and Accident Insurance Company 1 Fountain Square Chattanooga, TN 37402 Developed Specifically For: ZimVie, Inc. Unum Life Insurance Company of America 2211 Congress Street Portland, ME 04122 Presente |
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| March 7, 2022 |
Exhibit 10.1 ZimVie Inc. Executive Severance Plan Effective as of January 1, 2022 TABLE OF CONTENTS Page INTRODUCTION 1 ABOUT YOUR PARTICIPATION 1 Eligibility to Participate in the Plan 1 Eligibility to Receive Severance Benefits 2 AMOUNT OF SEVERANCE BENEFIT OFFER 3 How Your Severance Benefit Offer Is Calculated 3 HOW SEVERANCE BENEFITS ARE PAID 4 General Release Requirements 5 Forfeiture and Rep |
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| March 7, 2022 |
Exhibit 10.3 ZIMVIE INC. CHANGE IN CONTROL SEVERANCE AGREEMENT THIS AGREEMENT, dated as of March 1, 2022, is made by and between ZimVie Inc., a Delaware corporation (the ?Company?), and [?] (the ?Executive?). The capitalized words and terms used throughout this Agreement are defined in Article XIII. Recitals A. The Company considers it essential to the best interests of its stockholders to foster |
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| March 7, 2022 |
Exhibit 10.5 ZIMVIE INC. EXECUTIVE ANNUAL INCENTIVE PLAN (Effective as of January 1, 2022) 1. Purpose: The purpose of the ZimVie Inc. Executive Annual Incentive Plan (the ?Plan?) is to promote the interests of the Company and its stockholders by providing additional compensation as incentive to certain key executives who contribute materially to the success of the Company and its Subsidiaries and |
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| March 7, 2022 |
EX-10.9 10 d446721dex109.htm EX-10.9 Exhibit 10.9 ZimVie Inc. 2022 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT ZimVie Inc. (the “Company”) grants you this option (this “Option”) to purchase fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) pursuant to the Company’s 2022 Stock Incentive Plan (the “Plan”), subject to the vesti |
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| March 7, 2022 |
Exhibit 10.12 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the ?Agreement?) is made and entered into effective as of [?], 202[?] by and between ZimVie Inc., a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). WHEREAS, it is essential that the Company be able to retain and attract the most capable persons available to serve as its directors and officers; WHEREAS, Delaware l |
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| March 1, 2022 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE SEPARATION 15 2.1 Transfer of Assets and Assumption of Liabilities 15 2.2 SpinCo Assets; Parent Assets 17 2.3 SpinCo Liabilities; Parent Liabilities 19 2.4 Deferred Markets. 21 2.5 Approvals and Notific |
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| March 1, 2022 |
Exhibit 10.7 REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of March 1, 2022 by and between ZIMVIE INC. and ZIMMER, INC. Table of Contents Page ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Other Terms 4 1.3 Rules of Construction 4 ARTICLE II MANUFACTURING 4 2.1 General 4 2.2 Purchase Obligation 4 2.3 Volume Limitation; Capacity; Projects 5 2.4 Product Improv |
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| March 1, 2022 |
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): February 28, 2022 ZIMVIE INC. (Exact name of registrant as specified in its charter) Delaware 001-41242 87-2007795 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 1, 2022 |
Exhibit 10.5 STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF MARCH 1, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Article II REGISTRATION RIGHTS 5 Section 2.01 Registration 5 Section 2.02 Piggyback Registrations 8 Section 2.03 Registration Procedures 9 Section 2.04 Underwritten Offerings or Exchange Offers 13 Section 2.0 |
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| March 1, 2022 |
ZimVie Completes Separation from Zimmer Biomet; Announces Board of Directors Exhibit 99.1 ZimVie Completes Separation from Zimmer Biomet; Announces Board of Directors WESTMINSTER, Colorado, March 1, 2022 (GLOBE NEWSWIRE) ? ZimVie Inc. (Nasdaq: ZIMV) today announced its debut as an independent publicly traded company and the completion of its separation from Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH). This separation completes the path ZimVie began in 2021 when its fo |
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| March 1, 2022 |
Exhibit 10.8 Dated March / 1 / 2022 TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC. TABLE OF CONTENTS 1. Definitions 1 2. License Grant 3 3. Restrictions 5 4. Ownership 6 5. Quality Control 6 6. Representations and Warranties; Covenants 7 7. Limitation of Liability 8 8. Confidentiality 8 9. Term and Termination; Remedies 9 10. Miscellaneous 10 S |
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| March 1, 2022 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZIMVIE INC. ZimVie Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is ZimVie Inc. 2. The corporation was incorporated under the name ?ZB SpinCo Holdings, Inc.? by the filing of its ori |
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| March 1, 2022 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ZIMVIE INC. (hereinafter called the ?Corporation?) Effective: February 28, 2022 ARTICLE I Offices and Records Section 1.01. Registered Office. The registered office of the Corporation in the State of Delaware is located at 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808, and the registered agent at such address is Corporat |
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| March 1, 2022 |
EX-10.2 6 d344280dex102.htm EX-10.2 Exhibit 10.2 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMMER BIOMET SPINE, INC. DATED AS OF MARCH 1, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 References, Interpretation 5 Section 1.03 Relation to Other Documents 5 ARTICLE II GENERAL PRINCIPLES 6 Section 2.01 Allocation of Asse |
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| March 1, 2022 |
EX-10.3 7 d344280dex103.htm EX-10.3 Exhibit 10.3 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this “Agreement”) is entered into as of March 1, 2022 (the “Effective Date”), by and between Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), and ZimVie Inc., a corporation organized under the laws of the State of Delaware (“Spi |
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| March 1, 2022 |
EX-10.6 10 d344280dex106.htm EX-10.6 Exhibit 10.6 TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of March 1, 2022 by and between ZIMMER, INC. and ZIMVIE INC. Table of Contents Page ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Other Terms 5 1.3 Rules of Construction 5 ARTICLE II MANUFACTURING 5 2.1 General 5 2.2 Purchase Obligation 5 2.3 Volume Limitation; Capacity; |
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| March 1, 2022 |
Exhibit 10.4 Dated March / 1 / 2022 Intellectual Property Matters Agreement between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC. TABLE OF CONTENTS 1. Definitions 1 2. License Grants 4 3. Intellectual Property 5 4. Representations and Warranties; Covenants 7 5. LIMITATION OF LIABILITY 7 6. Confidentiality 7 7. Residual Knowledge 8 8. Term and Termination; Remedies 9 9. Miscellaneous 9 INTELLECTUAL |
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| March 1, 2022 |
Exhibit 10.1 TAX MATTERS AGREEMENT DATED AS OF MARCH 1, 2022 BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. Table of Contents Page TAX MATTERS AGREEMENT 1 RECITALS Section 1. Definition of Terms 2 Section 2. Allocation of Tax Liabilities 10 Section 2.01 General Rule 10 Section 2.02 Allocation of United States Federal Income Taxes and Federal Other Tax 10 Section 2.03 Allocation of Sta |
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| February 28, 2022 |
ZimVie Inc. Employee Stock Purchase Plan EX-4.6 5 d223194dex46.htm EX-4.6 Exhibit 4.6 ZIMVIE INC. EMPLOYEE STOCK PURCHASE PLAN Section 1. Designation and Purpose. The name of this Plan is the ZimVie Inc. Employee Stock Purchase Plan. The purpose of the Plan is to provide Employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. The Plan is intended to qualify as an “Employee Sto |
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| February 28, 2022 |
EX-4.3 2 d223194dex43.htm EX-4.3 Exhibit 4.3 ZIMVIE INC. 2022 STOCK INCENTIVE PLAN 1. General: (a) Establishment of Plan. The ZimVie Inc. 2022 Stock Incentive Plan (the “Plan”) is hereby established effective as of March 1, 2022 (the “Effective Date”). (b) Purpose. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of service pr |
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| February 28, 2022 |
Initial Registration Statement As filed with the Securities and Exchange Commission on February 28, 2022 Registration No. |
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| February 28, 2022 |
Exhibit 4.4 ZIMVIE, INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS (Effective as of March 1, 2022) 1. Purpose. The purpose of the ZimVie Inc. Stock Plan for Non-Employee Directors (the ?Plan?) is to secure for ZimVie Inc. (the ?Company?) and its stockholders the benefits of the incentive inherent in increased Common Stock ownership by the members of the Board of Directors of the Company (the ?Board?) |
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| February 28, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) ZimVie Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee (3) Equity Common Stock, $0.01 par |
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| February 28, 2022 |
EX-4.5 4 d223194dex45.htm EX-4.5 Exhibit 4.5 ZIMVIE INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Effective as of March 1, 2022) Section 1. Eligibility. Any member of the Board of Directors (the “Board”) of ZimVie Inc. (the “Company”) who is not an officer or employee of the Company or a subsidiary thereof is eligible to participate in the Plan and will be a participant. Section 2. D |
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| February 22, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d93820d8k.htm 8-K 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): February 15, 2022 ZIMVIE INC. (Exact name of registrant as specified in its charter) Delaware 001-41242 87-2007795 (State or other jurisdiction of incorporatio |
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| February 22, 2022 |
INFORMATION STATEMENT ZimVie Inc. Table of Contents Exhibit 99.1 February 15, 2022 Dear Zimmer Biomet Stockholder: We previously announced plans to separate our spine and dental businesses from our core orthopedic businesses. The separation will occur by means of a spin-off of a newly formed company named ZimVie Inc. (?ZimVie?), which will own the assets and liabilities associated with our spine and dental businesses. Zimmer Biome |
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| February 7, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 d270525d8k.htm 8-K 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): February 7, 2022 ZIMVIE INC. (Exact name of registrant as specified in its charter) Delaware 001-41242 87-2007795 (State or other jurisdiction of incorporatio |
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| February 7, 2022 |
ZimVie Hosts Inaugural Investor Day; Provides 2022 Financial Outlook EX-99.2 3 d270525dex992.htm EX-99.2 Exhibit 99.2 345 E. Main St. Warsaw, IN 46580 www.zimmerbiomet.com Zimmer Biomet Media Meredith Weissman 703-346-3127 [email protected] Zimmer Biomet Investors Keri Mattox 215-275-2431 [email protected] Ezgi Yagci 617-549-2443 [email protected] ZimVie Media Laura Driscoll 774-284-1606 [email protected] ZimVie I |
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| February 7, 2022 |
EX-99.1 2 d270525dex991.htm EX-99.1 Exhibit 99.1 Investor Day February 7, 2022 Disclaimer FORWARD-LOOKING STATEMENTS AND NON-GAAP MEASURES Safe Harbor Statement under the Private Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strateg |
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| February 2, 2022 |
As filed with the Securities and Exchange Commission on February 1, 2022 File No. 001-41242 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ZIMVIE INC. (Exact name of registrant as specified in its charter) Delaware 87-2007795 (State |
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| February 2, 2022 |
Form of ZimVie Inc. Deferred Compensation Plan for Non-Employee Directors EX-10.17 4 d176619dex1017.htm EX-10.17 Exhibit 10.17 ZIMVIE INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (Effective as of [•], 2022) Section 1. Eligibility. Any member of the Board of Directors (the “Board”) of ZimVie Inc. (the “Company”) who is not an officer or employee of the Company or a subsidiary thereof is eligible to participate in the Plan and will be a participant. Section |
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| February 2, 2022 |
EX-10.18 5 d176619dex1018.htm EX-10.18 Exhibit 10.18 EXECUTION VERSION CREDIT AGREEMENT dated as of December 17, 2021 among ZIMVIE INC., as Borrower, The Lenders and Issuing Banks Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Syndication Agent JPMORGAN CHASE BANK, N.A., MUFG BANK, LTD., BANK OF AMERICA, N.A., DNB MARKETS, INC., MIZUHO BANK, LTD. |
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| February 2, 2022 |
ZimVie Inc. 10225 Westmoor Drive Westminster, Colorado 80021 CORRESP 1 filename1.htm ZimVie Inc. 10225 Westmoor Drive Westminster, Colorado 80021 VIA EDGAR February 2, 2022 Re: ZimVie Inc. Registration Statement on Form 10 File No. 001-41242 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jessica Ansart Dear Ms. Ansart: ZimVie Inc., a Delaware corporation (the “Company”), hereby respect |
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| February 2, 2022 |
Table of Contents Exhibit 99.1 [?], 2022 Dear Zimmer Biomet Stockholder: We previously announced plans to separate our spine and dental businesses from our core orthopedic businesses. The separation will occur by means of a spin-off of a newly formed company named ZimVie Inc. (?ZimVie?), which will own the assets and liabilities associated with our spine and dental businesses. Zimmer Biomet Holdin |
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| February 2, 2022 |
Form of ZimVie Inc. Stock Plan for Non-Employee Directors EX-10.16 3 d176619dex1016.htm EX-10.16 Exhibit 10.16 ZIMVIE, INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS (Effective as of [•], 2022) 1. Purpose. The purpose of the ZimVie Inc. Stock Plan for Non-Employee Directors (the “Plan”) is to secure for ZimVie Inc. (the “Company”) and its stockholders the benefits of the incentive inherent in increased Common Stock ownership by the members of the Board of Di |
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| February 2, 2022 |
Form of ZimVie Inc. 2022 Stock Incentive Plan EX-10.15 2 d176619dex1015.htm EX-10.15 Exhibit 10.15 ZIMVIE INC. 2022 STOCK INCENTIVE PLAN 1. General: (a) Establishment of Plan. The ZimVie Inc. 2022 Stock Incentive Plan (the “Plan”) is hereby established effective as of [•], 2022 (the “Effective Date”). (b) Purpose. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of servic |
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| January 21, 2022 |
Exhibit 10.13 June 15, 2021 Heather Kidwell [Address redacted] Dear Heather, We are pleased to offer you the position of General Counsel, NewCo (?NewCo?), a corporation to be formed as a wholly owned subsidiary of Zimmer Biomet (the ?Company?) in anticipation of the spin-off of certain Company?s businesses, reporting to me. In this position, you will be paid a gross annual base salary of $340,000 |
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| January 21, 2022 |
Form of Transition Manufacturing and Supply Agreement by and between Zimmer, Inc. and ZimVie Inc. EX-10.6 10 d176619dex106.htm EX-10.6 Exhibit 10.6 FORM OF TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of [ ], 2022 by and between ZIMMER, INC. and ZIMVIE INC. Table of Contents Page ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Other Terms 5 1.3 Rules of Construction 5 ARTICLE II MANUFACTURING 5 2.1 General 5 2.2 Purchase Obligation 5 2.3 Volume Limitation; Capaci |
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| January 21, 2022 |
Exhibit 10.10 August 13, 2021 Richard J. Heppenstall Dear Richard, We are pleased to offer you the position of Chief Financial Officer for NewCo (?NewCo?), a corporation to be formed as a wholly owned subsidiary of Zimmer Biomet (the ?Company?) in anticipation of the spin-off of certain Company?s businesses, reporting to me. In this position, you will be paid a gross annual base salary of $450,000 |
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| January 21, 2022 |
EX-10.7 11 d176619dex107.htm EX-10.7 Table of Contents Exhibit 10.7 FORM OF REVERSE TRANSITION MANUFACTURING AND SUPPLY AGREEMENT dated as of [ ], 2022 by and between ZIMVIE INC. and ZIMMER, INC. Table of Contents Table of Contents Page ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Other Terms 4 1.3 Rules of Construction 4 ARTICLE II MANUFACTURING 4 2.1 General 4 2.2 Purchas |
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| January 21, 2022 |
Exhibit 10.11 April 12, 2021 Rebecca Whitney [Address redacted] Dear Rebecca, We are pleased to offer you the position of SVP, President?Spine for NewCo (?NewCo?), a corporation to be formed as a wholly owned subsidiary of Zimmer Biomet (the ?Company?) in anticipation of the spin-off of certain Company?s businesses, reporting to me. In this position, you will be paid a gross annual base salary of |
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| January 21, 2022 |
Form of Transition Services Agreement by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc. Exhibit 10.3 FORM OF TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this ?Agreement?) is entered into as of [?], 2022 (the ?Effective Date?), by and between Zimmer Biomet Holdings, Inc., a corporation organized under the laws of the State of Delaware (?Parent?), and ZimVie Inc., a corporation organized under the laws of the State of Delaware (?SpinCo?). Parent and SpinCo are eac |
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| January 21, 2022 |
EX-10.14 18 d176619dex1014.htm EX-10.14 Exhibit 10.14 July 29, 2021 David Harmon Dear David, We are pleased to offer you the position of Chief Human Resources Officer for NewCo (“NewCo”), a corporation to be formed as a wholly owned subsidiary of Zimmer Biomet (the “Company”) in anticipation of the spin-off of certain Company’s businesses, reporting to me. In this position, you will be paid a gros |
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| January 21, 2022 |
Exhibit 10.2 FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMMER BIOMET SPINE, INC. DATED AS OF , 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 References, Interpretation 5 Section 1.03 Relation to Other Documents 5 ARTICLE II GENERAL PRINCIPLES 6 Section 2.01 Allocation of Assets and Liabilities 6 Section 2.02 E |
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| January 21, 2022 |
Information Statement of ZimVie Inc., preliminary and subject to completion, dated January 21, 2022 Table of Contents Exhibit 99.1 [●], 2022 Dear Zimmer Biomet Stockholder: We previously announced plans to separate our spine and dental businesses from our core orthopedic businesses. The separation will occur by means of a spin-off of a newly formed company named ZimVie Inc. (“ZimVie”), which will own the assets and liabilities associated with our spine and dental businesses. Zimmer Biomet Holdin |
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| January 21, 2022 |
Form of Notice Regarding the Internet Availability of Information Statement Materials Exhibit 99.2 Important Notice Regarding the Availability of Materials ZIMMER BIOMET HOLDINGS, INC. You are receiving this communication because you hold securities in Zimmer Biomet Holdings, Inc. (?Zimmer Biomet?). Zimmer Biomet has released informational materials regarding the spin-off of its wholly owned subsidiary, ZimVie Inc. (?ZimVie?), that are now available for your review. This notice pro |
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| January 21, 2022 |
Form of Amended and Restated Certificate of Incorporation of ZimVie Inc. Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZIMVIE INC. ZimVie Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is ZimVie Inc. 2. The corporation was incorporated under the name “ZB SpinCo Holdings, Inc.” by the filing of |
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| January 21, 2022 |
Exhibit 21.1 The following entities are expected to be subsidiaries of ZimVie Inc. upon completion of the distribution described in the information statement: Name of Subsidiary Jurisdiction of Formation Domestic subsidiaries: Biomet 3i, LLC Florida dba Zimmer Biomet Dental dba ZimVie Dental EBI Holdings, LLC Delaware EBI Medical Systems, LLC Delaware EBI, LLC Indiana dba Zimmer Biomet Bone Healin |
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| January 21, 2022 |
Form of Tax Matters Agreement by and between Zimmer Biomet Holdings, Inc. and ZimVie Inc. Exhibit 10.1 FORM OF TAX MATTERS AGREEMENT DATED AS OF [?], 2022 BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. Table of Contents Page RECITALS 1 Section 1. Definition of Terms 2 Section 2. Allocation of Tax Liabilities 10 Section 2.01 General Rule 10 Section 2.02 Allocation of United States Federal Income Taxes and Federal Other Tax 10 Section 2.03 Allocation of State Income and Stat |
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| January 21, 2022 |
As filed with the Securities and Exchange Commission on January 21, 2022 File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ZIMVIE INC. (Exact name of registrant as specified in its charter) Delaware 87-2007795 (State or other jurisdiction o |
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| January 21, 2022 |
Exhibit 10.8 FORM OF TRANSITIONAL TRADEMARK LICENSE AGREEMENT by and between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC. TABLE OF CONTENTS 1. Definitions 1 2. License Grant 2 3. Restrictions 5 4. Ownership 6 5. Quality Control 6 6. Representations and Warranties; Covenants 7 7. Limitation of Liability 8 8. Confidentiality 8 9. Term and Termination; Remedies 9 10. Miscellaneous 9 Schedule 1 Licens |
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| January 21, 2022 |
EX-10.9 13 d176619dex109.htm EX-10.9 Exhibit 10.9 January 31, 2021 Vafa Jamali [Address redacted] Revised Offer Letter Dear Vafa, We are pleased to offer you the position of Chief Executive Officer for NewCo (“NewCo”), a corporation to be formed as a wholly owned subsidiary of Zimmer Biomet (the “Company”) in anticipation of the spin-off of certain Company’s businesses, reporting to me. In this po |
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| January 21, 2022 |
Form of Amended and Restated Bylaws of ZimVie Inc. Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF ZIMVIE INC. (hereinafter called the ?Corporation?) Effective: [?], 2022 ARTICLE I Offices and Records Section 1.01. Registered Office. The registered office of the Corporation in the State of Delaware is located at 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808, and the registered agent at such address is Corporat |
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| January 21, 2022 |
Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF [?], 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II THE SEPARATION 16 2.1 Transfer of Assets and Assumption of Liabilities 16 2.2 SpinCo Assets; Parent Assets 17 2.3 SpinCo Liabilities; Parent Liabilities 19 2.4 Deferred Markets 21 2.5 Approvals and Noti |
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| January 21, 2022 |
EX-10.5 9 d176619dex105.htm EX-10.5 Exhibit 10.5 FORM OF STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN ZIMMER BIOMET HOLDINGS, INC. AND ZIMVIE INC. DATED AS OF [●], 2022 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Article II REGISTRATION RIGHTS 5 Section 2.01 Registration 5 Section 2.02 Piggyback Registrations. 8 Section 2.03 Registration Procedures. 9 Section 2.04 Underwritten O |
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| January 21, 2022 |
EX-10.4 8 d176619dex104.htm EX-10.4 Exhibit 10.4 Form of Intellectual Property Matters Agreement by and between ZIMMER BIOMET HOLDINGS, INC. and ZIMVIE INC. TABLE OF CONTENTS 1. Definitions 1 2. License Grants 4 3. Intellectual Property 5 4. Representations and Warranties; Covenants 7 5. LIMITATION OF LIABILITY 7 6. Confidentiality 7 7. Residual Knowledge 8 8. Term and Termination; Remedies 9 9. M |
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| January 21, 2022 |
EX-10.12 16 d176619dex1012.htm EX-10.12 Exhibit 10.12 May 19, 2021 Indraneel Kanaglekar [Address redacted] Dear Indraneel, We are pleased to offer you the position of SVP, President—Dental for NewCo (“NewCo”), a corporation to be formed as a wholly owned subsidiary of Zimmer Biomet (the “Company”) in anticipation of the spin-off of certain Company’s businesses, reporting to me. In this position, y |
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| December 15, 2021 |
Youâve Exceeded the SECâs Traffic Limit U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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| December 15, 2021 |
DRS/A 1 filename1.htm Confidential Treatment Requested by ZimVie Inc. Pursuant to 17 C.F.R. Section 200.83 As Confidentially Submitted to the Securities and Exchange Commission on December 15, 2021. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Secu |
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| November 23, 2021 |
Confidential Treatment Requested by ZimVie Inc. Pursuant to 17 C.F.R. Section 200.83 As Confidentially Submitted to the Securities and Exchange Commission on November 23, 2021. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of |
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| November 23, 2021 |
Confidential Treatment Requested by ZimVie Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential Treatment Requested by ZimVie Inc. Pursuant to 17 C.F.R. Section 200.83 November 23, 2021 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: ZimVie Inc. (f/k/a ZB SpinCo Holdings, Inc.) Amendment No. 2 to Draft Registration Statement on Form 10 Confidentially Submitted November 12, 2021 CIK No. 000 |
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| November 12, 2021 |
Confidential Treatment Requested by ZimVie Inc. Pursuant to 17 C.F.R. Section 200.83 As Confidentially Submitted to the Securities and Exchange Commission on November 12, 2021. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of |
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| November 12, 2021 |
Youâve Exceeded the SECâs Traffic Limit U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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| October 6, 2021 |
Youâve Exceeded the SECâs Traffic Limit U.S. Securities and Exchange Commission Youâve Exceeded the SECâs Traffic Limit Your request rate has exceeded the SECâs maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains |
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| October 6, 2021 |
Confidential Treatment Requested by ZimVie Inc. Pursuant to 17 C.F.R. Section 200.83 As Confidentially Submitted to the Securities and Exchange Commission on October 6, 2021. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1 |
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| September 30, 2021 |
Confidential Treatment Requested by ZimVie Inc. Pursuant to 17 C.F.R. Section 200.83 Confidential Treatment Requested by ZimVie Inc. Pursuant to 17 C.F.R. Section 200.83 September 30, 2021 VIA EDGAR TRANSMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: ZimVie Inc. (f/k/a ZB SpinCo Holdings, Inc.) Draft Registration Statement on Form 10 Confidentially Submitted August 9, 2021 CIK No. 0001876588 Dear Ms. Ansa |
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| August 9, 2021 |
Confidential Treatment Requested by ZB SpinCo Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 As Confidentially Submitted to the Securities and Exchange Commission on August 9, 2021. File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ZB |
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| August 9, 2021 |
Youâve Exceeded the SECâs Traffic Limit EX-99.1 2 filename2.htm Table of Contents Confidential Treatment Requested by ZB SpinCo Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 Exhibit 99.1 [●], 2021 Dear Zimmer Biomet Stockholder: We previously announced plans to separate our spine and dental businesses from our core orthopedic businesses. The separation will occur by means of a spin-off of a newly formed company named ZB SpinCo Hol |
