SEC Form 4 · accession 0000899243-16-011023
USMD Holdings, Inc. · USMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John M. House
Officer — Chief Executive Officer · Director
Period of report
Dec 31, 2015
Accepted (ET)
Jan 6, 2016 · 10:00 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001507881
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock ($.01 par)F1 | Dec 31, 2015 | J | 9,438 | $7.00 | A | 757,116 | I | Indirectly held through UANT Ventures, L.P. |
| Common Stock ($.01 par)F2 | Dec 31, 2015 | J | 325 | $26.54 | A | 757,441 | I | Indirectly held through UANT Ventures, L.P. |
| Common Stock ($.01 par)F3 | Dec 31, 2015 | J | 4,035 | — | D | 753,406 | I | Indirectly held through UANT Ventures, L.P. |
| Common Stock ($.01 par) | holding | — | — | — | 97,417 | D | ||
| Common Stock ($.01 par) | holding | — | — | — | 13,248 | I | Held in John M. House, MD, P.A. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to PurchaseF3 | $24.84 | Dec 31, 2015 | J | 70 | D | Aug 31, 2012 | Aug 31, 2017 | Common Stock ($.01 par) | 1,749 | 1,749 | I |
Explanation of responses
- F1Dr. House purchased additional partnership interests in UANT Ventures, L.P. ("Ventures"), which resulted in an increase in his indirect beneficial ownership of the shares of the issuer's common stock held by Ventures.
- F2Ventures reallocated certain of its partnership interests among its partners based upon the results of a capital call. Dr. House received additional partnership interests as a result of this reallocation, which resulted in an increase in his indirect beneficial ownership of the shares of the issuer's common stock held by Ventures.
- F3Ventures issued partnership interests to certain individuals and the issuance of these interests was dilutive to the ownership of Ventures held by certain of the existing partners, including Dr. House. This reduction in Dr. House's ownership of Ventures resulted in a corresponding decrease in his indirect beneficial ownership of shares and options to purchase shares of the issuer's common stock held by Ventures. No consideration was paid and Dr. House did not receive any consideration as a result of the transaction.