SEC Form 4 · accession 0001209191-15-000150
USMD Holdings, Inc. · USMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James G. Saalfield
Director
Period of report
Dec 31, 2014
Accepted (ET)
Jan 2, 2015 · 2:24 pm EST
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)F1 | Dec 31, 2014 | J | 3,329 | $1.02 | A | 122,924 | I | Indirectly held through UANT Ventures, L.P. |
| Common Stock ($.01 par)F2 | Jan 1, 2015 | J | 3,792 | — | D | 119,132 | I | Indirectly held through UANT Ventures, L.P. |
| Common Stock ($.01 par) | holding | — | — | — | 13,248 | I | Held in James G. Saalfield, MD, P.A. | |
| Common Stock ($.01) par) | holding | — | — | — | 1,944 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to PurchaseF1 | $24.84 | Dec 31, 2014 | J | 59 | A | Aug 31, 2012 | Aug 31, 2017 | Common Stock ($.01 par) | 59 | 1,782 | I |
| Options to PurchaseF2 | $24.84 | Jan 1, 2015 | J | 67 | D | Aug 31, 2012 | Aug 31, 2017 | Common Stock ($.01 par) | 67 | 1,715 | I |
Explanation of responses
- F1Dr. Saalfield purchased additional partnership interests in UANT Ventures, L.P. ("Ventures"), which resulted in an increase in his indirect beneficial ownership of the shares and options to purchase shares of the issuer's common stock held by Ventures. The aggregate consideration paid by Dr. Saalfield for the partnership interest was $3,405, all of which is reflected in the per share price set forth in Column 4 of Table I.
- F2Ventures has issued partnership interests to certain individuals and the issuance of these interests was dilutive to the ownership of Ventures held by the existing partners, including Dr. Saalfield. This reduction in Dr. Saalfield's ownership of Ventures has resulted in a corresponding decrease in his indirect beneficial ownership of shares and options to purchase shares of the issuer's common stock held by Ventures. No consideration was paid and Dr. Saalfield did not receive any consideration as a result of the transaction.