SEC Form 4 · accession 0000899243-16-030659
USMD Holdings, Inc. · USMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles E. Cook
Director
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 10:52 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 ($.01 par value)F1 | Sep 30, 2016 | C | 23,563 | — | A | 53,069 | D | |
| Common Stock ($.01 par value)F2 | Sep 30, 2016 | D | 53,069 | — | D | 0 | D | |
| Common Stock ($.01 par value)F3 | Sep 30, 2016 | D | 140,999 | — | D | 0 | I | Indirectly held through UANT Ventures, L.P. |
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 2020F1,F4 | $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 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 the entire principal balance of the note into shares of the issuer's common stock immediately prior to the Merger.