SEC Form 4 · accession 0001179110-16-030909

Press Ganey Holdings, Inc. · PGND

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

Reporting owner

Officer — President and COO

Period of report

Oct 21, 2016

Accepted (ET)

Oct 25, 2016 · 3:41 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001633142

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Oct 21, 2016	F	79,178	$40.50	D	230,913	D
Common Stock	Oct 21, 2016	D	230,913	$40.50	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F2	$26.18	Oct 21, 2016	D	91,157	D	—	Feb 17, 2026	Common Stock	91,157	0	D

F1Represents shares withheld by the company for payment of tax liability incident to the vesting of restricted common stock.
F2Pursuant to the agreement and plan of merger, dated as of August 9, 2016 (as amended or modified from time to time, the "Merger Agreement"), by and among Press Ganey Holdings, Inc., (the "Company"), Emerald TopCo, Inc., ("Parent") and Emerald BidCo, Inc., ("Merger Sub"), all outstanding and unexercised stock options, at the option of the holder, were cancelled in exchange for the right to receive in cash an amount equal to the product of (i) the total number of shares of common stock of the Company subject to the stock option multiplied by (ii) the excess, if any, of the per share merger consideration over the exercise price of the option.