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