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
USMD Holdings, Inc. [ USMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 ($.01 par) | 01/31/2015 | A | 288(1) | A | $15.04 | 18,169 | D | |||
Common Stock ($.01 par) | 02/28/2015 | A | 303(1) | A | $13.74 | 18,472 | D | |||
Common Stock ($.01 par) | 03/31/2015 | A | 355(1) | A | $10.44 | 18,827 | D | |||
Common Stock ($.01 par) | 06/30/2015 | A | 1,486(1) | A | $8.48 | 20,313 | D | |||
Common Stock ($.01 par) | 09/30/2015 | A | 1,673(1) | A | $7.2 | 21,986 | D | |||
Common Stock ($.01 par) | 10/06/2015 | A | 5,618(2) | A | $9.06 | 27,604 | D | |||
Common Stock ($.01 par) | 10/07/2015 | A | 37(3) | A | $1 | 33,879 | I | Indirectly held through UANT Ventures, L.P. |
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 | ||||||||
Right to purchase | $23.37 | 09/01/2014 | (4) | 5% Convertible Subordinated Notes Due 2019 | 34,498 | 34,498 | I | Indiectly held through AOB Surgical Group, Ltd. |
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. |
3. Dr. Dickey purchased additional partnership interests in UANT Ventures, L.P., which resulted in an increase in his indirect beneficial ownership of the shares of the issuer's common stock held by UANT Ventures, L.P. |
4. The noteholder has the right at any time prior to the payment in full of the note, to convert all or any portion of the unpaid principal balance of the note into shares of the issuer's common stock. This conversion right expires on March 1, 2019, the maturity date of the note, or upon the earlier payment in full of the principal balance of the note. |
Remarks: |
/s/ Russell A. Dickey | 10/08/2015 | |
** 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). | ||
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. |