SEC Form 4 · accession 0000899243-16-030640

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

Sep 30, 2016

Accepted (ET)

Oct 4, 2016 · 10:37 am 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	Sep 30, 2016	C	23,563	$10.61	A	124,862	D
Common Stock ($.01 par value)^F2	Sep 30, 2016	D	124,862	—	D	0	D
Common Stock ($.01 par value)^F3	Sep 30, 2016	D	756,334	—	D	0	I	Indirectly held through UANT Ventures, L.P.
Common Stock ($.01 par value)^F1	Sep 30, 2016	D	13,248	—	D	0	I	Indirectly held through 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
Option to purchase^F4	$24.84	Sep 30, 2016	D	1,801	D	Aug 31, 2012	Aug 31, 2017	Common Stock ($0.01 par)	1,801	0	I
7.25% Convertible Subordinated Note due 2020^F1,F5	$10.61	Sep 30, 2016	C	23,563	D	Apr 29, 2016	—	Common Stock ($0.01 par)	23,563	0	D

Explanation of responses

F1The noteholder elected to convert all of the unpaid principal balance of the note (Table II, Column 7) into shares of the issuer's common stock at a conversion price of $10.61 per share.
F2Disposed of at the effective time of the merger of Project Z Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of WellMed Medical Management, Inc., a Texas corporation ("WellMed"), with and into the issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated August 29, 2016, between the Issuer, WellMed and Merger Sub, in exchange for a cash payment of $22.34 per share.
F3Upon its disposition of its shares of the issuer's common stock at the effective time of the Merger, UANT Ventures, L.P. ("Ventures") received a cash payment of $22.34 per share. After paying certain Merger-related costs, each partner of Ventures, including the reporting person, received a distribution equal to $22.22 per share (subject to certain post-closing adjustments) for the shares of the issuer's common stock such person held indirectly through Ventures.
F4The stock option was not exercised but was cancelled as of the effective time of the Merger as the exercise price exceeded $22.34 per share.
F5The 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. The noteholder elected to convert theentire principal balance of the note into shares of the issuer's common stock immediately prior to the Merger.