SEC Form 4 · accession 0000918697-26-000005
SELECT MEDICAL HOLDINGS CORP · SEM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert A Ortenzio
Officer — EXECUTIVE CHAIRMAN · Director · 10% Owner
Period of report
Jun 30, 2026
Accepted (ET)
Jul 1, 2026 · 2:15 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001320414
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 30, 2026 | J | 7,081,788 | $0.00 | D | 0 | D | |
| Common StockF3,F4 | Jun 30, 2026 | J | 1,000,000 | $0.00 | D | 279,000 | I | By the Robert A. Ortenzio Descendants Trust |
| Common StockF5,F4 | Jun 30, 2026 | D | 279,000 | $16.50 | D | 0 | I | By the Robert A. Ortenzio Descendants Trust |
| Common StockF6,F4 | Jun 30, 2026 | J | 280,415 | $0.00 | D | 0 | I | By the Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio |
| Common StockF7,F4 | Jun 30, 2026 | J | 280,415 | $0.00 | D | 0 | I | By the Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio |
| Common StockF8,F4 | Jun 30, 2026 | J | 280,415 | $0.00 | D | 0 | I | By the Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 reports securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), entered into on March 2, 2026, by and among the Issuer, Stallion Intermediate Corporation ("Parent"), and Stallion MergerSub Corporation (filed as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on March 3, 2026).
- F2Immediately prior to the effective time of the merger, the Reporting Person contributed 6,674,010 common shares and 407,778 restricted shares to Parent in exchange for an equivalent amount of shares of common stock ("Parent Common Shares") and restricted shares, respectively, of Parent, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
- F3Immediately prior to the effective time of the merger, The Robert A. Ortenzio Descendants Trust contributed 1,000,000 common shares ("Rollover Shares") to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
- F4The reporting person beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F5At the effective time of the merger, each of the shares of common stock reported in this row of this Form 4 issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive $16.50 per share in cash without interest.
- F6Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
- F7Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
- F8Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.