James G. Saalfield Form 4 USMD / James G. Saalfield 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^*

Saalfield James G.

(Last) (First) (Middle)

5500 DRANE DRIVE

(Street)

DALLAS TX 75209

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2015

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)	01/31/2015		A		288(1)	A	$15.04	7,220	D
Common Stock ($.01 par)	02/28/2015		A		303(1)	A	$13.74	7,523	D
Common Stock ($.01 par)	03/31/2015		A		355(1)	A	$10.44	7,878	D
Common Stock ($.01 par)	06/30/2015		A		1,486(1)	A	$8.48	9,364	D
Common Stock ($.01 par)	09/30/2015		A		1,673(1)	A	$7.2	11,037	D
Common Stock ($.01 par)	10/06/2015		A		6,066(2)	A	$9.06	17,103	D
Common Stock ($.01 par)								122,513	I	Indirectly held through UANT Ventures, L.P.
Common Stock ($.01 par)								13,248	I	Held in James G. Saalfield, 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
Options to Purchase	$24.84	09/18/2015		J		60(1)		08/31/2012	08/31/2017	Common Stock ($.01 par)	60	(1)	1,775	I	Indiectly held through UANT Ventures, L.P.

Explanation of Responses:

1. Represents stock compensation granted to reporting person under the 2010 USMD Holdings, Inc. Equity Compensation Plan for his services as a director for the period from January 2015 through September 2015.

2. Represents stock compensation granted to reporting person under the 2010 USMD Holdings, Inc. Equity Compensation Plan for his services as a physician employed by an affiliate of the issuer.

Remarks:

	/s/ James G. Saalfield	10/09/2015
	** 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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