0000899243-16-030641.txt : 20161004
0000899243-16-030641.hdr.sgml : 20161004
20161004103855
ACCESSION NUMBER: 0000899243-16-030641
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160930
FILED AS OF DATE: 20161004
DATE AS OF CHANGE: 20161004
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: USMD Holdings, Inc.
CENTRAL INDEX KEY: 0001507881
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062]
IRS NUMBER: 272866866
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6333 NORTH STATE HIGHWAY 161
STREET 2: SUITE 200
CITY: IRVING
STATE: TX
ZIP: 75038
BUSINESS PHONE: 214-493-4000
MAIL ADDRESS:
STREET 1: 6333 NORTH STATE HIGHWAY 161
STREET 2: SUITE 200
CITY: IRVING
STATE: TX
ZIP: 75038
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dickey Russell A.
CENTRAL INDEX KEY: 0001556868
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35639
FILM NUMBER: 161917517
MAIL ADDRESS:
STREET 1: 405 BAYOU VISTA
CITY: SOUTHLAKE
STATE: TX
ZIP: 76092
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-09-30
1
0001507881
USMD Holdings, Inc.
USMD
0001556868
Dickey Russell A.
405 BAYOU VISTA
SOUTHLAKE
TX
76092
1
0
0
0
Common Stock ($.01 par value)
2016-09-30
4
D
0
30223
D
0
D
Common Stock ($.01 par value)
2016-09-30
4
J
0
2600
10.00
D
37225
I
Indirectly held through UANT Ventures, L.P.
Common Stock ($.01 par value)
2016-09-30
4
D
0
37225
D
0
I
Indirectly held through UANT Ventures, L.P.
5% Convertible Subordinated Notes Due 2019
10.61
2016-09-30
4
D
0
34498
0.00
D
2014-09-01
Common Stock ($.01 par)
34498
0
I
Indirectly held through AOB Surgical Group, Ltd.
Disposed of at the effective time of the merger of Project Z Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of WellMed Medical Management, Inc. ("WellMed") with and into the issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated August 29, 2016, among the issuer, WellMed and Merger Sub, in exchange for a cash payment of $22.34 per share.
Dr. Dickey sold a portion of the partnership interests he held in UANT Ventures, L.P. ("Ventures"), which resulted in a decrease in his indirect beneficial ownership of the shares of the issuer's common stock held by Ventures.
Upon its disposition of its shares of the issuer's common stock at the effective time of the Merger, Ventures received a cash payment of $22.34 per share. After paying certain Merger-related costs, each partner of Ventures, including the reporting person, received a distribution equal to $22.22 per share (subject to certain post-closing adjustments) for the shares of the issuer's common stock such person held indirectly through Ventures.
The noteholder had the right at any time after April 29, 2016 but prior to the payment in full of the note by the issuer, to convert all or any portion of the unpaid principal balance of the note into shares of the issuer's common stock. The note was repaid in full in connection with the Merger and this conversion right was cancelled.
/s/ Russell A. Dickey
2016-10-04