Press Ganey (PGND) Form 4 Press Ganey / Capital Partners V L P Vestar 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^*

Vestar Capital Partners V L P

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Press Ganey Holdings, Inc. [ PGND ]

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)
11/20/2015

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	11/20/2015		J(1)		21,685	D	(1)	30,669,066	I	See Footnotes(2)(3)

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^*

Vestar Capital Partners V L P

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Capital Partners V A L P

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Capital Partners V-B LP

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Executives V LP

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Co-Invest V, L.P.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar Investors V, L.P.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vestar/PGA Investors, LLC

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VESTAR ASSOCIATES V, L.P.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VESTAR MANAGERS V LTD.

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OCONNELL DANIEL S

(Last) (First) (Middle)

C/O VESTAR CAPITAL PARTNERS,

245 PARK AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

Explanation of Responses:

1. Represents a distribution in-kind from Vestar/PGA Investors, LLC to one of its members for no consideration.

2. Includes shares of common stock held directly by Vestar Capital Partners V, L.P. ("Vestar V"), Vestar Capital Partners V-A, L.P. ("Vestar V-A"), Vestar Capital Partners V-B, L.P. ("Vestar V-B"), Vestar Executives V, L.P. ("Executives V"), Vestar Co-Invest V, L.P. ("Co-Invest V"), Vestar Investors V, L.P. ("Investors V") and Vestar/PGA Investors, LLC ("Vestar/PGA" and collectively with Vestar V, Vestar V- A, Vestar V-B, Executives V, Co-Invest V and Investors V, the "Vestar Investors").

3. Vestar V is the managing member of Vestar/PGA and has voting and investment power over the securities held or controlled by it. Vestar Associates V, L.P. ("Vestar Associates V") is the general partner of Vestar V, Vestar V-A, Vestar V-B and Executives V and has voting and investment power over the securities held or controlled by each of them. Vestar Managers V Ltd. ("VMV") is the general partner of Co-Invest V and Investors V and has voting and investment power over the securities held or controlled by each of them. VMV is also the general partner of Vestar Associates V. Daniel S. O'Connell is the sole director of VMV and as a result he may be deemed to share beneficial ownership of the securities held directly by the Vestar Investors. Each of Vestar V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of any securities held directly by the Vestar Investors, except to the extent of his or its pecuniary interest therein.

	Vestar Capital Partners V, L.P., by /s/ Steven Della Rocca, Attorney-in-fact	11/23/2015
	Vestar Capital Partners V-A, L.P., by /s/ Steven Della Rocca, Attorney-in-fact	11/23/2015
	Vestar Capital Partners V-B, L.P., by /s/ Steven Della Rocca, Attorney-in-fact	11/23/2015
	Vestar Executives V, L.P., by /s/ Steven Della Rocca, Attorney-in-fact	11/23/2015
	Vestar Co-Invest V, L.P., by /s/ Steven Della Rocca, Attorney-in-fact	11/23/2015
	Vestar Investors V, L.P., by /s/ Steven Della Rocca, Attorney-in-fact	11/23/2015
	Vestar/PGA Investors, LLC, by /s/ Steven Della Rocca, Attorney-in-fact	11/23/2015
	Vestar Associates V, L.P., by /s/ Steven Della Rocca, Attorney-in-fact	11/23/2015
	Vestar Managers V Ltd., by /s/ Steven Della Rocca, Attorney-in-fact	11/23/2015
	Daniel S. O'Connell, by /s/ Steven Della Rocca, Attorney-in-fact	11/23/2015
	** Signature of Reporting Person	Date
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