SEC Form 4 · accession 0000899243-16-030641

USMD Holdings, Inc. · USMD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Sep 30, 2016

Accepted (ET)

Oct 4, 2016 · 10:38 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 ($.01 par value)^F1	Sep 30, 2016	D	30,223	—	D	0	D
Common Stock ($.01 par value)^F2	Sep 30, 2016	J	2,600	$10.00	D	37,225	I	Indirectly held through UANT Ventures, L.P.
Common Stock ($.01 par value)^F3	Sep 30, 2016	D	37,225	—	D	0	I	Indirectly held through UANT Ventures, L.P.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
5% Convertible Subordinated Notes Due 2019^F4	$10.61	Sep 30, 2016	D	34,498	D	Sep 1, 2014	—	Common Stock ($.01 par)	34,498	0	I

F1Disposed 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. ("WellMed") with and into the issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated August 29, 2016, among the issuer, WellMed and Merger Sub, in exchange for a cash payment of $22.34 per share.
F2Dr. Dickey sold a portion of the partnership interests he held in UANT Ventures, L.P. ("Ventures"), which resulted in a decrease in his indirect beneficial ownership of the shares of the issuer's common stock held by Ventures.
F3Upon its disposition of its shares of the issuer's common stock at the effective time of the Merger, 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 noteholder had 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 note was repaid in full in connection with the Merger and this conversion right was cancelled.