SEC Form 4 · accession 0000899243-16-030656
USMD Holdings, Inc. · USMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James F Berend
Officer — EVP and CFO
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 10:50 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001507881
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to purchaseF1 | $8.21 | Sep 30, 2016 | D | 100,000 | D | — | Aug 6, 2023 | Common Stock ($.01 par) | 100,000 | 0 | D |
Explanation of responses
- F1Options for 20,000 shares vested on each of August 6, 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 Agreement and Plan of Merger dated August 29, 2016 among the issuer, WellMed Medical Management, Inc. and Project Z Merger Sub, Inc., a wholly-owned subsidiary of WellMed Medical Management, Inc., (the "Merger"), 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.