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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol USMD Holdings, Inc. [ USMD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 ($.01 par) | 97,417 | D | ||||||||
Common Stock ($.01 par) | 12/31/2015 | J | 9,438(1) | A | $7 | 757,116 | I | Indirectly held through UANT Ventures, L.P. | ||
Common Stock ($.01 par) | 12/31/2015 | J | 325(2) | A | $26.54 | 757,441 | I | Indirectly held through UANT Ventures, L.P. | ||
Common Stock ($.01 par) | 12/31/2015 | J | 4,035(3) | D | (3) | 753,406 | I | Indirectly held through UANT Ventures, L.P. | ||
Common Stock ($.01 par) | 13,248 | I | Held in John M. House, MD, P.A. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Options to Purchase | $24.84 | 12/31/2015 | J | 70(3) | 08/31/2012 | 08/31/2017 | Common Stock ($.01 par) | 1,749 | (3) | 1,749 | I | Indiectly held through UANT Ventures, L.P. |
Explanation of Responses: |
1. Dr. House 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. Ventures reallocated certain of its partnership interests among its partners based upon the results of a capital call. Dr. House received additional partnership interests as a result of this reallocation, which resulted in an increase in his indirect beneficial ownership of the shares of the issuer's common stock held by Ventures. |
3. Ventures issued partnership interests to certain individuals and the issuance of these interests was dilutive to the ownership of Ventures held by certain of the existing partners, including Dr. House. This reduction in Dr. House's ownership of Ventures 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. House did not receive any consideration as a result of the transaction. |
Remarks: |
/s/ John M. House | 01/05/2016 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |