Please wait

SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Dayal Sujata Tyagi (Last) (First) (Middle) C/O BIOMET INC. P.O. BOX 587, 56 E. BELL DRIVE (Street) WARSAW IN 46582 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LVB Acquisition, Inc. [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Corporate V.P. and CCO
	3. Date of Earliest Transaction (Month/Day/Year) 07/31/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Buy)	$10	07/31/2012		D			180,000	(1)	07/31/2019	Common Shares	0	(2)	0	D
Restricted Stock Units	$0	07/31/2012		D			40,000	(3)(4)	(3)(4)	Common Shares	0	(5)	0	D
Employee Stock Options (Right to Buy)	$7.88	07/31/2012		A		180,000		(6)	07/31/2019	Common Shares	180,000	(2)	180,000	D
Restricted Stock Units	$0	07/31/2012		A		110,000		(7)(8)	(7)(8)	Common Shares	110,000	(5)	110,000	D

Explanation of Responses:

1. This option was exercisable with respect to 63,000 common shares and would have become exercisable with respect to 27,000 common shares on each of August 1, 2012, August 1, 2013 and August 1, 2014

2. On July 31, 2012, the issuer cancelled, pursuant to the issuer's option exchange program, all outstanding options granted to the reporting person. In exchange, the reporting person received an option for 180,000 shares, having an exercise price of $7.88.

3. Each restricted stock unit represented the right to receive one common share in accordance with the terms and conditions of the LVB Acquisition, Inc. Restricted Stock Unit Plan and the reporting person's restricted stock unit grant agreement. All restricted stock units would have vested in full on May 31, 2016; provided that up to 25% of the restricted stock units may have vested earlier on each of May 31, 2012, May 31, 2013, May 31, 2014 and May 31, 2015, to the extent certain liquidity events had occurred prior to such date.

4. Any restricted stock unit that had not become vested prior to the date the reporting person's employment was terminated for any reason would have expired on such date; provided that if the reporting person's employment was terminated without cause or with good reason (each as defined in the LVB Acquisition, Inc. Restricted Stock Unit Plan) during the two year period following a change in control of LVB Acquisition, Inc., all of such reporting person's unvested restricted stock units would have become vested as of the date of such termination of employment.

5. On July 31, 2012, the issuer cancelled, pursuant to the issuer's restricted stock unit exchange program, all outstanding restricted stock units granted to the reporting person. In exchange, the reporting person received 110,000 restricted stock units.

6. The option provides for vesting with respect to 27,000 of the common shares on each of August 1, 2012, August 1, 2013, and August 1, 2014, and for vesting with respect to 9,000 common shares on each of August 1, 2013, August 1, 2014, August 1, 2015 and August 1, 2016 provided that certain performance targets are met. All other options are currently exercisable.

7. Each restricted stock unit represents the right to receive one common share in accordance with the terms and conditions of the 2012 LVB Acquisition, Inc. Restricted Stock Unit Plan and the reporting person's restricted stock unit grant agreement. 30,000 of the restricted stock units vest to the extent certain liquidity events have occurred; provided that any restricted stock units that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date.

8. 80,000 of the restricted stock units vest ten percent (10%) upon the grant date; ten percent (10%) on January 1, 2013; ten percent (10%) on January 1, 2014; ten percent (10%) on June 1, 2014; ten percent (10%) on January 1, 2015; ten percent (10%) upon on June 1, 2015; ten percent (10%) on January 1, 2016; fifteen percent (15%) on June 1, 2016; and fifteen percent (15%) on January 1, 2017; provided that any restricted stock units that have not vested prior to the date the reporting person's employment is terminated for any reason shall expire on such date unless the reporting person's employment is terminated without cause or with good reason (each as defined in the LVB Acquisition, Inc. 2012 Restricted Stock Unit Plan) during the two year period following a change in control of LVB Acquisition, Inc., in which event all of such reporting person's unvested restricted stock units shall become vested as of the date of such termination of employment.

Remarks:

	/s/ Jody Gale as Attorney-in-Fact for Sujata Tyagi Dayal	08/02/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.