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 |
| |||||||||||||||
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)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 02/22/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 02/24/2016 | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 ($.01 par value) | 101,299(1) | D | ||||||||
Common Stock ($.01 par value) | 02/22/2016 | J | 2,928(2) | A | $1.99 | 756,334 | I | Indirectly held through UANT Ventures, L.P. | ||
Common Stock ($.01 par value) | 13,248 | I | Indirectly held through John M. House MD, P.A. |
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 | ||||||||
Option to purchaser | $24.84 | 02/22/2016 | J | 52(2) | 08/31/2012 | 08/31/2017 | Common Stock ($0.01 par) | 1,801 | (2) | 1,801 | I | Indirectly held through UANT Ventures, L.P. | |||
7.25% Convertible Subordinated Note due 2020 | $10.61 | 04/29/2016 | (3) | Common Stock ($0.01 par) | 23,563 | 23,563(4) | D |
Explanation of Responses: |
1. The number of shares held by the reporting person (Table I, Column 5) was erroneously reported in the original Form 4 as 100,299 shares, rather than the correct 101,299 shares. |
2. 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 and options to purchase shares of the issuer's common stock held by Ventures. The aggregate consideration paid by Dr. House for the Ventures partnership interest was $5,819, all of which is reflected in the per share price set forth in Column 4 of Table I. |
3. The noteholder has the right at any time after April 29, 2016 but prior to the payment in full of the note by the issuer, to convert all or any portion of the unpaid principal balance of the note into shares of the issuer's common stock. This conversion right expires on November 1, 2020, the maturity date of the note, or upon the earlier payment in full of the unpaid principal balance of the note. |
4. The reporting person's holdings of the 7.25% Convertible Subordinated Note Due 2020 was erroneously left off the original Form 4 that was filed. |
Remarks: |
/s/ John M. House | 08/30/2016 | |
** 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. |