SEC Form 4/A · accession 0000899243-16-027920
USMD Holdings, Inc. · USMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Charles E. Cook
Director
Period of report
Dec 31, 2015
Accepted (ET)
Aug 23, 2016 · 4:57 pm EDT
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 value)F1 | Dec 31, 2015 | J | 9,724 | $7.00 | A | 140,930 | I | Indirectly held through UANT Ventures, L.P. |
| Common Stock ($.01 par value)F2 | Dec 31, 2015 | J | 69 | $21.99 | A | 140,999 | I | Indirectly held through UANT Ventures, L.P. |
| Common Stock ($.01 par value) | holding | — | — | — | 29,506 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7.25% Convertible Subordinated Note due 2020F3 | $10.61 | holding | — | — | — | Apr 29, 2016 | — | Common Stock ($0.01 par) | 23,563 | 23,563 | D |
Explanation of responses
- F1Dr. Cook 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. The number of shares acquired was erroneously reported as 9,438 shares, rather than the correct 9,724 shares. The total number of shares reported in Column 5 remains unchanged.
- F2Ventures reallocated certain of its partnership interests among its partners based upon the results of a capital call. Dr. Cook 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
- F3The noteholder has the right at any time after April 29, 2016 but prior to the payment in full of the note by the issuer, to convert all or any portion of the unpaid principal balance of the note into shares of the issuer's common stock. This conversion right expires on November 1, 2020, the maturity date of the note, or upon the earlier payment in full of the unpaid principal balance of the note.