SEC Form 4 · accession 0000899243-16-030645

USMD Holdings, Inc. · USMD

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

Reporting owner

Officer — Chief Administrative Officer

Period of report

Sep 30, 2016

Accepted (ET)

Oct 4, 2016 · 10:41 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	7,819	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option to purchase^F2	$15.54	Sep 30, 2016	D	100,000	D	—	Mar 7, 2022	Common Stock ($.01 par)	100,000	0	D

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 (the "Merger Agreement"), among the issuer, WellMed and Merger Sub, in exchange for a cash payment of $22.34 per share.
F2Options for 20,000 shares vested on each of March 7, 2014, January 1, 2015 and January 1, 2016, and the remaining options vested at a rate of 20,000 shares per year beginning on January 1, 2017. Pursuant to the Merger Agreement, as of the effective time of the Merger, all vested and unvested were automatically cancelled and converted into a right to receive a cash payment of $22.34 per share, less the applicable exercise price.