0000899243-16-030663.txt : 20161004 0000899243-16-030663.hdr.sgml : 20161004 20161004105357 ACCESSION NUMBER: 0000899243-16-030663 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: Collini M. Patrick CENTRAL INDEX KEY: 0001556961 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35639 FILM NUMBER: 161917564 MAIL ADDRESS: STREET 1: 1410 LONG AND WINDING ROAD CITY: MANSFIELD STATE: TX ZIP: 76063 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-09-30 1 0001507881 USMD Holdings, Inc. USMD 0001556961 Collini M. Patrick 1410 LONG AND WINDING ROAD MANSFIELD TX 76063 1 0 0 0 Common Stock ($.01 par value) 2016-09-30 4 C 0 18850 10.61 A 41694 D Common Stock ($.01 par value) 2016-09-30 4 D 0 41694 D 0 D Common Stock ($.01 par value) 2016-09-30 4 D 0 130929 D 0 I Indirectly held through UANT Ventures, L.P. Common Stock ($.01 par value) 2016-09-30 4 D 0 13248 D 0 I Indirectly held through M. Patrick Collini, MD, P.A. Option to purchase 24.84 2016-09-30 4 D 0 1800 D 2012-08-31 2017-08-31 Common Stock ($0.01 par) 1800 0 I Indirectly held trhoguh UANT Ventures, L.P. 7.25% Convertible Subordinated Note due 2020 10.61 2016-09-30 4 C 0 18850 0.00 D 2016-04-29 Common Stock ($0.01 par) 18850 0 D The noteholder elected to convert all of the unpaid principal balance of the note (Table II, Column 7) into shares of the issuer's common stock at a conversion price of $10.61 per share. 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., a Texas corporation ("WellMed"), with and into the issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated August 29, 2016, between the Issuer, WellMed and Merger Sub, in exchange for a cash payment of $22.34 per share. Upon its disposition of its shares of the issuer's common stock at the effective time of the Merger, UANT Ventures, L.P. ("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 stock option was not exercised but was cancelled as of the effective time of the Merger as the exercise price exceeded $22.34 per share. The noteholder has 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 noteholder elected to convert the entire principal balance of the note into shares of the issuer's common stock immediately prior to the Merger. /s/ M. Patrick Collini 2016-10-04