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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SELECT MEDICAL HOLDINGS CORP [ SEM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/30/2009 | C | 7,575,638(5) | A | (1) | 12,842,122(6) | I | By Funds named in Footnote(2) | ||
Common Stock | 09/30/2009 | C | 175,976 | A | (1) | 298,311 | I | By Bryan C. Cressey(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Participating Preferred Stock | (1) | 09/30/2009 | C | 2,610,401(4) | (1) | (1) | Common Stock | 7,575,638(5) | (1) | 0 | I | By Funds named in Footnote(2) | |||
Participating Preferred Stock | (1) | 09/30/2009 | C | 60,637 | (1) | (1) | Common Stock | 175,976 | (1) | 0 | I | By Bryan C. Cressey(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Upon consummation of the Issuer's initial public offering, each share of Participating Preferred Stock automatically converted into the number of shares of Common Stock determined by (2) dividing the accreted value of such share of Participating Preferred Stock by the net price per share received by the Issuer in the initial public offering and (b) adding .30 shares of Common Stock for each share of Participating Preferred Stock owned. |
2. Owned by Thoma Cressey Fund VII, L.P. ("TC VII"), Thoma Cressey Friends Fund VII, L.P. ("TC Friends VII"), Thoma Cressey Fund VI, L.P. ("TC VI") and Thoma Cressey Friends Fund VI, L.P. ("TC Friends VI"). The sole general partner of TC VII and TC Friends VII is TC Partners VII, L.P. ("VII GP") and the sole general partner of TC VI and TC Friends VI is TC Partners VI, L.P. ("VI GP"). The sole general partner of both VII GP and VI GP is Thoma Cressey Bravo, Inc. ("TCBI"). The sole shareholder of TCBI is Carl D. Thoma. |
3. These securities are solely directly beneficially owned by Bryan C. Cressey. Mr. Cressey, who is a director of Issuer, is also an officer and a director of TCBI, and may also be deemed to indirectly beneficially own the securities held by TC VII, TC Friends VII, TC VI and TC Friends VI. Pursuant to Instruction (4)(b)(iv) of Form 4, Mr. Cressey has elected to report as indirectly benefically owned the entire number of securities beneficially owned by each such entity, however he disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him. |
4. Of such 2,610,401 shares, 1,464,119 are attributable to TCVII, 1,112,289 are attributable to TC VI, 22,870 are attributable to TC Friends VII and 11,123 are attributable to TC Friends VI. |
5. Of such 7,575,638 shares, 4,249,016 are held by TC VII, 3,227,972 are held by TCVI, 66,371 are held by TC Friends VII and 32,279 are held by TC Friends VI. |
6. Of such 12,842,122 shares, 7,202,876 are held by TC VII, 5,472,015 are held by TC VI, 112,511 are held by TC Friends VII and 54,720 are held by TC Friends VI. |
Remarks: |
/s/Bryan C. Cressey for Thoma Cressey Bravo, Inc. | 10/02/2009 | |
/s/Bryan C. Cressey for Thoma Cressey Fund VII, L.P. | 10/02/2009 | |
/s/Bryan C. Cressey for Thoma Cressey Friends Fund VII, L.P. | 10/02/2009 | |
/s/Bryan C. Cressey for Thoma Cressey Fund VI, L.P. | 10/02/2009 | |
/s/Bryan C. Cressey Thoma Cressey Friends Fund VI, L.P. | 10/02/2009 | |
/s/Bryan C. Cressey | 10/02/2009 | |
** 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. |