CD&R Friends & Family Fund Viii Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CD&R Associates VIII, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Envision Healthcare Holdings, Inc. [ EVHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/11/2015		S		50,857,145	D	$36.05	0	I	By Affiliates(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

CD&R Associates VIII, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CLAYTON DUBILIER & RICE FUND VIII LP

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R EMS Co-Investor, L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R Advisor Fund VIII Co-Investor, L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R FRIENDS & FAMILY FUND VIII LP

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R ASSOCIATES VIII, LP

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CD&R Investment Associates VIII, Ltd.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED

P.O. BOX 309, UGLAND HOUSE

(Street)

GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

Explanation of Responses:

1. CD&R Associates VIII, Ltd. is the general partner of each of Clayton, Dubilier & Rice Fund VIII, L.P. , CD&R EMS Co-Investor, L.P., CD&R Advisor Fund VIII Co-Investor, L.P. and CD&R Friends and Family Fund VIII, L.P. (the foregoing limited partnerships collectively, the "CD&R Affiliates"). CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P., as the sole stockholder of CD&R Associates VIII, Ltd., and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of common stock held by the CD&R Affiliates.

2. Each of CD&R Associates VIII, Ltd., CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares held by the CD&R Affiliates, in each case, except to the extent of its pecuniary interest therein. Each of the CD&R Affiliates expressly disclaims beneficial ownership of the shares held by each of the other CD&R Affiliates, in each case, except to the extent of its pecuniary interest therein.

	CD&R Associates VIII, Ltd. By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	03/12/2015
	Clayton, Dubilier & Rice Fund VIII, L.P., its general partner By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	03/12/2015
	CD&R EMS Co-Investor, L.P., its general partner By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	03/12/2015
	CD&R Advisor Fund VIII Co-Investor, L.P., its general partner By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	03/12/2015
	CD&R Friends and Family Fund VIII, L.P., its general partner By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	03/12/2015
	CD&R Associates VIII, L.P., its general partner By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	03/12/2015
	CD&R Investment Associates VIII, Ltd. By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.	03/12/2015
	** Signature of Reporting Person	Date
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