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 Telephone Number of Person
Authorized to Receive Notices and Communications)
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 filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 98888T107 | 13G | Page 2 of 9 Pages | ||
| 1. |
NAMES OF REPORTING PERSONS 47-5115829 |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 1,928,493 | ||
| 6. | SHARED VOTING POWER 142,287* | |||
| 7. | SOLE DISPOSITIVE POWER 1,928,493 | |||
| 8. | SHARED DISPOSITIVE POWER 142,287* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,070,780 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5%** |
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| 12. | TYPE OF REPORTING PERSON (see instructions) IA |
*See Item 4 of the Schedule 13G
| CUSIP No. 98888T107 | 13G | Page 3 of 9 Pages | ||
| 1. |
NAMES OF REPORTING PERSONS 81-4423039 |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 1,928,493 | ||
| 6. | SHARED VOTING POWER 142,287* | |||
| 7. | SOLE DISPOSITIVE POWER 1,928,493 | |||
| 8. | SHARED DISPOSITIVE POWER 142,287* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,070,780 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5%** |
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| 12. | TYPE OF REPORTING PERSON (see instructions) HC |
*See Item 4 of the Schedule 13G
| CUSIP No. 98888T107 | 13G | Page 4 of 9 Pages | ||
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kamran Moghtaderi |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x |
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| 3. | SEC USE ONLY |
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| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 1,928,493 | ||
| 6. | SHARED VOTING POWER 142,287* | |||
| 7. | SOLE DISPOSITIVE POWER 1,928,493 | |||
| 8. | SHARED DISPOSITIVE POWER 142,287* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,070,780 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5%** |
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| 12. | TYPE OF REPORTING PERSON (see instructions) IN, HC |
*See Item 4 of the Schedule 13G
| CUSIP No. 98888T107 | 13G | Page 5 of 9 Pages | ||
Item 1.
| (a) | Name of Issuer ZIMVIE Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices Palm Beach Gardens, FL 33410 | |
Item 2.
| (a) |
Name of Person Filing
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each Reporting Person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purpose of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer. | |
| (b) | Address of the Principal Office or, if none, residence The address of the principal business office of each of the Reporting Persons is c/o Eversept Partners, L.P., 444 Madison Avenue, 22nd Floor, New York, NY 10022. | |
| (c) | Citizenship See Item 4 on the cover page hereto. | |
| (d) | Title of Class of Securities Common Stock, par value $0.01 per share | |
| (e) | CUSIP Number 98888T107 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 2,070,780 | |||
| (b) | Percent of class: 7.5%** | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote 1,928,493 | |||
| (ii) | Shared power to vote or to direct the vote 142,287* | |||
| (iii) | Sole power to dispose or to direct the disposition of 1,928,493 | |||
| (iv) |
Shared power to dispose or to direct the disposition of 142,287*
* Note: As of the close of business on September 30, 2024, Eversept and its controlling persons beneficially owned 2,070,780 Shares, including 142,287 Shares held in Eversept’s Managed Accounts. ** Note: As of September 30, 2024, Eversept and its controlling persons were the beneficial owners of approximately 7.5% of the outstanding Shares, based on 27,598,871 shares of Common Stock of the Issuer outstanding as of October 25, 2024, as reported in the Issuer’s Form 10-Q filed on October 30, 2024, including 0.5% of the outstanding Shares held in Eversept’s Managed Accounts. | |||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
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Exhibits
Exhibit A - Joint Filing Agreement |
| CUSIP No. 98888T107 | 13G | Page 8 of 9 Pages | ||
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| November 14, 2024 | |||
| Date | |||
| EVERSEPT PARTNERS, L.P. | |||
| By: | /s/ Kamran Moghtaderi | ||
| Managing Principal | |||
| EVERSEPT 1 LLC | |||
| By: | /s/ Kamran Moghtaderi | ||
| Managing Member | |||
| KAMRAN MOGHTADERI | |||
| /s/ Kamran Moghtaderi | |||
Exhibit A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the securities of any issuer. For that purpose, each of the undersigned hereby constitutes and appoints Eversept Partners, L.P., a Delaware limited partnership, as its true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present.
| Date: November 14, 2024 | |||
| EVERSEPT PARTNERS, L.P. | |||
| By: | /s/ Kamran Moghtaderi | ||
| Managing Principal | |||
| EVERSEPT 1 LLC | |||
| By: | /s/ Kamran Moghtaderi | ||
| Managing Member | |||
| KAMRAN MOGHTADERI | |||
| /s/ Kamran Moghtaderi | |||