SEC FORM 4

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^*

ROMBERGER SCOTT A

(Last)

(First)

(Middle)

4716 OLD GETTYSBURG ROAD

P.O. BOX 2034

(Street)

MECHANICSBURG

17055

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SELECT MEDICAL CORP [ SEM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Controller and CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	02/24/2005		D⁽¹⁾		8,000	D	⁽¹⁾	113,428	D
Common Stock, par value $.01 per share	02/24/2005		D⁽²⁾		113,428	D	$18	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (right to buy)	$3.26	02/24/2005		D⁽³⁾			1,152	05/22/2001	05/21/2010	Common Stock	1,152	$0.00	0	D
Employee Stock Options (right to buy)	$5.21	02/24/2005		D⁽³⁾			3,456	10/13/2001	10/12/2010	Common Stock	3,456	$0.00	0	D
Employee Stock Options (right to buy)	$4.75	02/24/2005		D⁽³⁾			5,086	02/26/2002	02/25/2011	Common Stock	5,086	$0.00	0	D
Non-qualified Stock Options (right to buy)	$7.63	02/24/2005		D⁽³⁾			24,000	05/13/2003	05/12/2012	Common Stock	24,000	$0.00	0	D
Employee Stock Options (right to buy)	$14.53	02/24/2005		D⁽³⁾			11,200	08/12/2004	08/11/2013	Common Stock	11,200	$0.00	0	D
Non-qualified Stock Options (right to buy)	$16.5	02/24/2005		D⁽³⁾			9,000	11/11/2004	11/10/2013	Common Stock	9,000	$0.00	0	D
Non-qualified Stock Options (right to buy)	$14	02/24/2005		D⁽³⁾			15,000	08/10/2005	08/09/2014	Common Stock	15,000	$0.00	0	D

Explanation of Responses:

1. Disposed of in connection with the merger of the issuer with EGL Acquisition Corp., effective February 24, 2005 (the "Merger"), pursuant to the Merger Agreement dated October 17, 2004 among the issuer, EGL Holding Company and EGL Acquisition Corp., pursuant to which the shares listed above held by the reporting person were exchanged for an equity interest in EGL Holding Company. In conection with the Merger, the common stock of the issuer was valued at $18.00 per share.

2. Disposed of in the Merger of the issuer with EGL Acquisition Corp., effective February 24, 2005 pursuant to the Merger Agreement dated October 17, 2004 among the issuer, EGL Holding Company and EGL Acquisition Corp., pursuant to which stockholders of the issuer were paid $18.00 per share.

3. This option was cancelled in the Merger with EGL Acquisition Corp. effective February 24, 2005 in exchange for a cash payment equal to the number of shares subject to the option multiplied by the difference between the exercise price of the option and $18.00.

Remarks:

	/s/ Michael E. Tarvin, attorney-in-fact for Scott A. Romberger	02/28/2005
	** 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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