CHINDEX INTERNATIONAL, INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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169467107
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(CUSIP Number)
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December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 169467107
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13G
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Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
Roberta Lipson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
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5
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SOLE VOTING POWER
476,476 (Common Stock)
570,000 (Class B Common Stock)
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SHARES
BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
90,000 (Class B Common Stock)
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EACH
REPORTING
PERSON
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7
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SOLE DISPOSITIVE POWER
476,476 (Common Stock)
570,000 (Class B Common Stock)
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WITH
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8
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SHARED DISPOSITIVE POWER
90,000 (Class B Common Stock)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
476,476 (Common Stock)
660,000 (Class B Common Stock)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.43%*
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 169467107
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13G
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Page 3 of 5 Pages
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(a)
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Name of Issuer:
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(b)
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Address of Issuer's Principal Executive Offices:
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(a)
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Name of Person Filing:
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(b)
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Address or Principal Business Office or, if none, Residence:
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(c)
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Citizenship:
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(d)
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Title of Class of Securities:
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(e)
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CUSIP Number:
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Item 4.
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Ownership
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(a)
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Amount beneficially owned: As of December 31, 2011, Ms. Lipson beneficially owned 1,136,476 shares of Common Stock. Includes (i) 476,476 shares of Common Stock held by Ms. Lipson, including 79,168 unvested shares of restricted stock, 204,498 shares underlying options that are currently exercisable or will become exercisable within 60 days and 10,800 shares held by the Benjamin Lipson Plafker Trust, of which Ms. Lipson is a trustee, (ii) 570,000 shares of Class B Common Stock held by Ms. Lipson and (iii) 30,000 shares of Class B Common Stock held by each of the Ariel Benjamin Lee Trust, Daniel Lipson Plafker Trust and Jonathan Lipson Plafker Trust, of each of which Ms. Lipson is a trustee. Each share of Class B Common Stock is convertible at any time into one share of Common Stock and, when voting with the Common Stock, has six votes per share.
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(b)
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Percent of class: 19.43%*
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote:
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476,476 (Common Stock)
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CUSIP No. 169467107
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13G
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Page 4 of 5 Pages
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(ii)
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Shared power to vote or direct the vote: 90,000 (Class B Common Stock)
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(iii)
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Sole power to dispose or direct the disposition of:
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476,476 (Common Stock)
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(iv)
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Shared power to dispose or direct the disposition of: 90,000 (Class B Common Stock)
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following:
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[ ]
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certifications
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CUSIP No. 169467107
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13G
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Page 5 of 5 Pages
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/s/ Roberta Lipson
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Roberta Lipson
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