[Form 4] ZimVie Inc. Insider Trading Activity

Rhea-AI Filing Summary

ZimVie (ZIMV) insider filing: Executive Vice President, Chief Financial Officer and Treasurer Richard Heppenstall reported the disposition of 125,389 shares of common stock on 10/20/2025, tied to the completion of a cash merger. Each share was converted into the right to receive $19.00 in cash, and all shares were canceled as ZimVie became a wholly owned subsidiary of Zamboni Parent Inc.

Additionally, 227,851 restricted stock units vested at the effective time and were canceled for a cash payment equal to the number of units multiplied by $19. The company accelerated vesting of Mr. Heppenstall’s unvested equity awards as required by the merger agreement.

Insights

Corporate actions analyst

Merger-triggered cash-out of shares and RSUs; neutral impact.

This Form 4 records automatic conversions from a completed merger. Common shares (125,389) were canceled and converted into the right to receive $19.00 per share in cash at the effective time on 10/20/2025. RSUs (227,851) vested and were canceled for cash equal to the units times $19.00, consistent with the merger terms.

The filing states ZimVie became a wholly owned subsidiary of Zamboni Parent Inc. The issuer accelerated vesting of the insider’s unvested equity awards as required by the agreement. Actual market impact is administrative and stems from the merger mechanics disclosed here.

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

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X

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^*

Heppenstall Richard

(Last) (First) (Middle)

4555 RIVERSIDE DRIVE

(Street)

PALM BEACH GARDENS FL 33410

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZimVie Inc. [ ZIMV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See remarks below.

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

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
Common Stock	10/20/2025		D		125,389	D	(1)	0	D

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
Restricted Stock Units	(2)	10/20/2025		D			227,851	(2)(3)	(2)(3)	Common Stock	227,851	(2)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 20, 2025, by and among the Issuer, Zamboni Parent Inc., a Delaware corporation ("Parent") and Zamboni MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, on October 20, 2025 (the "Effective Time"), MergerCo merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the Effective Time, each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), reported on this Form 4 was converted into the right to receive $19.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled.

2. At the Effective Time, each restricted stock unit with respect to Common Stock (each, a "Restricted Stock Unit"), outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested), and was canceled and converted into the right to receive cash, without interest and subject to applicable tax withholding and deductions, in an amount equal to the product, rounded to the nearest cent, of (i) the number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time and (ii) the Merger Consideration. Each Restricted Stock Unit represented a contingent right to receive one share of Common Stock.

3. As required by the terms of the Merger Agreement, the Issuer accelerated the vesting of all of the outstanding and unvested equity awards held by Mr. Heppenstall, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement.

Remarks:

Executive Vice President, Chief Financial Officer and Treasurer

	/s/ Heather Kidwell, Attorney-in-Fact for Richard Heppenstall	10/20/2025
	** 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.

FAQ

What did ZIMV disclose in this Form 4?

A merger-related conversion where 125,389 common shares were canceled and converted into the right to receive $19.00 per share in cash on 10/20/2025.

Who is the reporting person in ZIMV’s filing?

Richard Heppenstall, ZimVie’s Executive Vice President, Chief Financial Officer and Treasurer.

What happened to the RSUs in the ZIMV transaction?

227,851 RSUs vested at the effective time and were canceled for cash equal to the units multiplied by $19.00.

When did the merger become effective for ZIMV?

The effective time was October 20, 2025.

What became of ZimVie after the transaction?

ZimVie became a wholly owned subsidiary of Zamboni Parent Inc., and its outstanding common shares were canceled.

Was vesting accelerated for the insider’s equity awards?

Yes. The issuer accelerated vesting of outstanding and unvested equity awards as required by the merger agreement.