USMD Form 4 USMD / Richard C. Johnston ownership change

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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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^*

Johnston Richard C.

(Last) (First) (Middle)

7301 SUMMITVIEW

(Street)

IRVING TX 75063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
USMD Holdings, Inc. [ USMD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2016

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

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

X	Form filed by One Reporting Person
	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 ($.01 par value)								10,579	D
Common Stock ($.01 par value)	07/22/2016		J		89(1)	A	$3.9	32,420	I	Indirectly held through UANT Ventures, L.P.
Common Stock ($.01 par value)	07/22/2016		J		26(2)	D	$2.17	32,394	I	Indirectly held through UANT Ventures, L.P.
Common Stock ($.01 par value)								397	I	Indirectly held through Las Colinas Medical Group

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

Explanation of Responses:

1. Dr. Johnston purchased additional partnership interests in UANT Ventures, L.P. ("Ventures"), which resulted in an increase in his indirect beneficial ownership of the shares of the issuer's common stock held by Ventures.

2. As reported in a Form 4 filed on May 6, 2016, Dr. Johnston acquired additional partnership interests in Ventures, which increased his indirect beneficial ownership of the shares of the issuer's common stock held by Ventures. There was an error in the calculation of the amount of partnership interests Dr. Johnston was entitled to acquire in that transaction, which resulted in Dr. Johnston's acquisition of more partnership interests in Ventures than was intended. To correct the miscalculation, on July 22, 2016, Dr. Johnston disposed of some of his partnership interests in Ventures, which decreased his indirect beneficial ownership of the issuer.

Remarks:

	/s/ Richard C. Johnston	07/25/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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