SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

USMD Holdings, Inc.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

903313 104

(CUSIP Number)

UANT Ventures, L.P.

612 East Lamar Blvd., Suite 700

Arlington, Texas 76011

Attention: Charles Bradford, Manager

Telephone (817) 784-0818

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 31, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

SCHEDULE 13D

CUSIP No. 903313 104 Page 2 of 7 Pages

1	Name of Reporting Person, I.R.S. Identification No. of Above Person (Entities Only) UANT Ventures, L.P. (applied for)
2	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power
		8	Shared Voting Power 8,745,467 shares
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 8,745,467 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,745,467 shares
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 86.5%
14	Type of Reporting Person HC

SCHEDULE 13D

CUSIP No. 903313 104 Page 3 of 7 Pages

1	Name of Reporting Person, I.R.S. Identification No. of Above Person (Entities Only) UANT Ventures GenPar, L.L.C. (46-0812668)
2	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  x
3	SEC Use Only
4	Source of Funds OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power
		8	Shared Voting Power 8,745,467 shares
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 8,745,467 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,745,467 shares
12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 86.5%
14	Type of Reporting Person HC

SCHEDULE 13D

CUSIP No. 903313 104 Page 4 of 7 Pages

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the common stock, $.01 par value per share (“Common Stock”), of USMD Holdings, Inc., a Delaware corporation (the “Holdings”). The principal executive office of Holdings is located at 6333 North State Highway 161, Suite 200, Irving, Texas 75038.

Item 2. Identity and Background.

2(a)-2(c). This Schedule 13D is jointly filed by UANT Ventures, L.P., a Texas limited partnership (“Ventures”) and UANT GenPar, L.L.C., a Texas limited liability company (“GenPar” and together with Ventures, the “Reporting Persons”). GenPar is the sole general partner of Ventures. GenPar, as the sole general partner of Ventures, may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all shares of Common Stock held by Ventures. None of the members of GenPar owns a controlling interest in GenPar. The Reporting Persons are filing this joint Statement on Schedule 13D, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

Set forth on Schedule A annexed hereto is the name and present principal occupation or employment and the name, principal business and address of any corporation or organization in which such employment is conducted of the managers of GenPar and the executive officers of Ventures as of the date hereof. The principal business address for each of Ventures and GenPar is 612 East Lamar Blvd., Suite 700, Arlington, Texas 76011.

2(d). During the last five years, none of the Reporting Persons or the persons listed in Schedule A annexed hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

2(e). During the last five years, none of the Reporting Persons or the persons listed in Schedule A annexed hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

See Item 4 below. No funds are being expended in connection with the acquisition of the shares of Common Stock. The shares are being acquired pursuant to the business combination described in the Contribution Agreement referenced therein.

Item 4. Purpose of Transaction.

Pursuant to a Registration Statement on Form S-4, File No. 333-171386 (the “Registration Statement”), Holdings registered the issuance of up to 10,225,000 shares of its Common Stock to be issued in connection with a business combination described therein (the “Contribution”) and in the Contribution and Purchase Agreement by and among Holdings, Ventures, Urology Associates of North Texas, L.L.P. (“UANT”) and USMD Inc. (“USMD”), dated as of August 19, 2010 (the “Original Contribution Agreement”). Pursuant to the terms of the Original Contribution Agreement, the shareholders of USMD agreed to contribute all of their equity interests in USMD, and Ventures agreed to contribute all of its assets, to Holdings.

SCHEDULE 13D

CUSIP No. 903313 104 Page 5 of 7 Pages

In December 2011, Ventures entered into merger agreements with each of The Medical Clinic of North Texas, P.A. (“MCNT”) and Impel Management Services, L.L.C. (“Impel”). These merger agreements provided that subsidiaries of Ventures would merge with and into MCNT and Impel, resulting in these businesses becoming wholly-owned subsidiaries of Ventures prior to the closing of the Contribution. By virtue of the mergers, the equity interests in MCNT and Impel would convert into partnership interests in Ventures. Effective December 2011, USMD, UANT and Ventures entered into an Amendment to the Contribution and Purchase Agreement (the “Amendment” and collectively with the Original Contribution Agreement, the “Contribution Agreement”) to reflect, among other changes, that, immediately following the mergers, Ventures would contribute all of the equity interests of MCNT and Impel to Holdings as part of the Contribution.

In connection with the Contribution, certain of the USMD shareholders agreed to contribute a substantial portion of their shares of UMSD common stock to Ventures in exchange for partnership interests in Ventures. Similarly, because each of UANT, MCNT and Impel agreed to merge with wholly-owned subsidiaries of Ventures prior to the consummation of the Contribution, the equity holders of UANT, MCNT and Impel agreed to receive partnership interests in Ventures as part of the mergers. The reasons that the equity holders of the constituent entities to the Contribution selected this transaction structure are as follows:

• to consolidate voting control of Holdings into one entity that is managed by the physician owners;

• to enable Holdings to qualify as a “controlled company” for purposes of the governance rules of the NASDAQ Capital Market; and

• to ensure that the desired federal income tax consequences of the combination would be achieved by causing at least 80% of the Holdings common stock to be owned by the persons who are party to the Contribution and not quickly resold in the public market.

The Contribution was consummated effective August 31, 2012. Upon completion of the Contribution, Ventures was issued shares of Holdings Common Stock and immediately distributed approximately 534,000 shares of Holdings Common Stock to its partners on a pro rata basis. Pursuant to the terms of the Contribution Agreement, Ventures was also granted an option to purchase an additional 79,027 shares of Holdings Common Stock at an exercise price of $24.96 per share. As a result of this transaction structure, at the close of business on August 31, 2012, Ventures owned 8,745,467 shares (approximately 86.7%) of the outstanding Common Stock of Holdings. Due to its ownership, Ventures is able by itself to elect all of the members of the board of directors of Holdings.

Although the Reporting Persons do not contemplate taking any of the actions set forth in subparagraphs (a)-(j) of Item 4 of Form Schedule 13D, they would have the ability to do so by virtue of their ownership of a controlling interest in Holdings.

SCHEDULE 13D

CUSIP No. 903313 104 Page 6 of 7 Pages

Item 5. Interest in Securities of the Issuer.

(a) As of August 31, 2012, the Reporting Persons beneficially owned 8,745,467 shares of Common Stock, representing approximately 86.5% of the shares of Common Stock outstanding based upon the 10,033,800 shares of Common Stock issued and outstanding (and 79,027 additional shares of Common Stock to be outstanding upon exercise of the stock option granted to Ventures) on such date.

(b) Ventures and GenPar have shared voting and dispositive power with respect to the 8,745,467 shares of Common Stock.

(c) No public market has existed with respect to the shares of Common Stock prior to the consummation of the Contribution on August 31, 2012. None of the Reporting Persons has engaged in any transactions in the Company’s Common Stock other than as described in Item 4.

(d) Inapplicable.

(e) Inapplicable.

Pursuant to the terms of the Contribution Agreement, 1,000,000 shares of Holdings Common Stock were set aside at the closing of the Contribution until various post-closing adjustments described in the Contribution Agreement are finalized. Accordingly, the ownership amounts set forth in this Schedule 13D are subject to adjustment based upon the finalization of these post-closing adjustments under the Contribution Agreement.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Ventures and Holdings have entered into an Investor Rights Agreement effective upon the consummation of the Contribution. Under the Investor Rights Agreement, Ventures has the right to designate ten directors of Holdings, and Holdings has agreed to nominate and support the election of such designees. In the event the Holdings’ board of directors is expanded to include 11 directors, the Investor Rights Agreement allows Ventures to nominate the initial 11^th director, who will be independent as defined by the SEC rules and the rules of the NASDAQ Capital Market. The obligations in the Investor Rights Agreement terminate in the event that Ventures should own less than 50.1% of the outstanding shares of common stock of Holdings.

Item 7. Material to be Filed as Exhibits.

Exhibit 1—Investor Rights Agreement

SCHEDULE 13D

CUSIP No. 903313 104 Page 7 of 7 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct.

Date: September 6, 2012

UANT Ventures, L.P. By UANT GenPar, LLC (its general partner)
By	/S/ CHARLES BRADFORD
	Charles Bradford, Manager
UANT GenPar, LLC
By	/S/ CHARLES BRADFORD
	Charles Bradford, Manager

Schedule A

Managers and Executive Officers of GenPar

Name and Position	Present Principal Occupation	Business Address
J. Daniel Johnson, M.D.             Manager	Physician/ Urology UANT	1300 West Terrell, Suite 400 Fort Worth, Texas 76104
F.H. Moore III, M.D.             Manager	Physician/ Urology UANT	1300 West Terrell, Suite 400 Fort Worth, Texas 76104
Charles Bradford             Manager	Vice President, USMD Cancer Treatment Centers, LLC	6333 North State Highway 161 Suite 200 Irving, Texas 75038
Edward Nelson, M.D.             Manager	Physician/ Internal Medicine MCNT	800 5th Ave., Suite 300 Fort Worth, Texas 76104
Marla Strittmatter, M.D.             Manager	Physician/ Family Medicine MCNT	3323 Colorado Blvd., Suite 101 Denton, Texas 76210
Tom Hall             CEO	Manager of USMD Business Development and UANT Divisions	612 East Lamar Blvd, Suite 700 Arlington, Texas 76011

Executive Officers of Ventures

Name and Position Present Principal Occupation Business Address

None

EX-99.1

Exhibit 1

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (“Agreement”), dated as of August 31, 2012, is made by and between USMD Holdings, Inc., a Delaware corporation (“Holdings”), and UANT Ventures LLP, a Texas limited liability partnership (“Ventures”).

WHEREAS, reference is made to that certain Contribution and Purchase Agreement by and among Holdings, Ventures, Urology Associates of North Texas, L.L.P., a Texas limited liability partnership (“UANT”), and USMD Inc., a Texas corporation (“USMD”), dated as of August 19, 2010 (as amended to date, the “Contribution Agreement”), pursuant to which Ventures and certain holders of USMD common stock shall acquire, on the Closing Date (as defined in the Contribution Agreement), shares of common stock of Holdings; and

WHEREAS, reference is made to that certain Agreement and Plan of Merger by and among Holdings, Ventures, UANT Acquisition Company, Inc., a Texas corporation, and The Medical Clinic of North Texas P.A., a Texas professional association (“MCNT”), dated as of December 1, 2011 (as amended to date, the “MCNT Merger Agreement”); and

WHEREAS, reference is made to that certain Agreement and Plan of Merger by and among Holdings, Ventures, UANT Acquisition Company No. 2, L.L.C., a Texas limited liability company, and Impel Management Services, L.L.C., a Texas limited liability company (“Impel”), dated as of December 15, 2011 (as amended to date, the “Impel Merger Agreement”); and

WHEREAS, on the Closing Date, certain interest holders of Ventures, UANT, USMD, MCNT and Impel shall enter into an Amended and Restated Partnership Agreement of Ventures (the “Ventures Agreement”) which shall provide that the various class members of Ventures shall have the right to designate persons to serve as members of the Board of Directors of Holdings (the “Board”) as more fully set forth therein; and

WHEREAS, in connection with the Contribution Agreement, the MCNT Merger Agreement, the Impel Merger Agreement and the Ventures Agreement, the parties thereto have a mutual understanding as to the governance of Holdings; and

WHEREAS, the parties desire to memorialize their mutual understanding as set forth herein;

NOW, THEREFORE, the parties agree as follows:

1. Holdings Board of Directors While Ventures is Majority Stockholder. So long as Ventures owns at least 50.1% of the outstanding shares of common stock of Holdings, the provisions of this Section 1 shall remain effective:

(a) Nominations by Holdings. From and after the Closing Date, in nominating directors for election at any meeting of the Holdings’ stockholders, Holdings shall nominate a slate of directors in accordance with the board composition set forth in this Section 1 and will use its reasonable best efforts to cause the stockholders of Holdings to vote in favor of such slate of directors.

(b) Size of Board. Ventures shall vote, or cause to be voted, all Shares owned by Ventures, or over which Ventures has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at ten (10) directors; provided, however, that the Board may elect to expand its size to eleven (11) directors, in which event, Ventures shall vote, or cause to be voted, all Shares owned by Ventures, or over which Ventures has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at eleven (11) directors. For the purposes of this Agreement, the term “Shares” shall mean and include any securities of Holdings, including without limitation all shares of common stock of Holdings, by whatever name called, now owned or subsequently acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

(c) Board Composition. From and after the Closing Date, Ventures shall vote, or cause to be voted, all Shares owned by Ventures, or over which Ventures has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of the stockholders of Holdings at which an election of directors is held or pursuant to any written consent of the stockholders of Holdings, the following persons shall be elected to the Board:

1) Two (2) persons designated by holders of the Class A partnership interests of Ventures pursuant to the Ventures Agreement, which individuals shall initially be Patrick Collini, M.D. and James Saalfield, M.D.;

2) Two (2) persons designated by holders of the Class B partnership interests of Ventures pursuant to the Ventures Agreement, which individuals shall initially be Paul Thompson, M.D. and Charles Cook, M.D.;

3) Three (3) persons designated by holders the Class C and Class D partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, which individuals shall initially be Steven Brock, M.D., Russell Dickey, M.D. and Khang Tran, M.D.;

4) One (1) person designated by the holders of the Class A and Class B partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, who shall be the Chairman of the Board, which individual shall initially be John House, M.D.; and

5) Two (2) persons designated by the holders of the Class A and Class B partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, who shall be “independent directors” within the meaning of the rules of the Nasdaq Capital Market, which individuals shall initially be Breaux Castleman and Gary Rudin.

To the extent that the Board determines to expand its size to eleven (11) directors, such additional director shall be an “independent director” within the meaning of the rules of the Nasdaq Capital Market. Such individual shall initially be designated by the holders of the Class C and Class D partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement. Upon the resignation or removal of such individual, future independent directors filling this seat shall be designated by a majority of the Board.

Notwithstanding anything in Section 1(c)(5) to the contrary, if, prior to the determination to expand the Board to eleven (11) directors, the holders of the Class C and Class D partnership interests of Ventures shall have appointed a successor director to replace an independent director pursuant to the second paragraph of Section 1(e)(2), then the additional director and any replacements for the additional director shall be designated by a majority of the Board.

(d) Failure to Designate a Board Member. In the absence of any designation from the persons or groups with the right to designate a director of Holdings as specified above, the director previously designated by them and then in service shall be renominated and elected to serve on the Board.

(e) Removal of Board Members. Ventures shall vote, or cause to be voted, all Shares owned by Ventures or over which Ventures has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

1) no director designated by a class or classes of partnership interests of Ventures pursuant to Section 1 of this Agreement may be removed from office unless such removal is directed or approved by the holders of the class or classes of partnership interests of Ventures entitled to designate such director pursuant to the Ventures Agreement;

2) any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 1 of this Agreement shall be filled by a majority of those remaining directors designated by the same class or classes of partnership interests of Ventures entitled to designate the vacated directorship pursuant to the Ventures Agreement, and failing the existence of any remaining directors or the ability to obtain a majority determination within 10 days of the occurrence of the vacancy, such vacancy shall be filled by a majority of the Board, provided that the director selected to fill such vacancy is first approved by the affirmative vote of the holders of the class or classes of partnership interests of Ventures entitled to designate the vacated directorship pursuant to the Ventures Agreement; provided, however, that the holders of the Class C and Class D partnership interests of Ventures, voting as a single class pursuant to the Ventures Agreement, shall have the right to fill a vacancy created by the resignation, removal or death of an independent director elected pursuant to Section 1(c) but only in the event the holders of such Class C and Class D partnership interests shall not have previously appointed an additional independent director pursuant to Section 1. Following either (i) the filling of such a vacancy by the holders of Class C and Class D partnership interests pursuant to this Section 1 or (ii) the appointment of an additional independent director by the holders of Class C and Class D partnership interests pursuant to Section 1(c)(5), any additional vacancies in the office of an independent director shall be filled by a majority of the Board; and

3) upon the written request of the class of partnership interests of Ventures entitled to designate such director pursuant to the Ventures Agreement to remove such director, such director shall be removed.

2. Holdings Board of Directors While Ventures is not Majority Stockholder. If Ventures owns less than 50.1% but 20% or more of the outstanding shares of common stock of Holdings, Holdings shall nominate and shall use its reasonable best efforts to cause the election and maintenance in office of the nearest whole number of designees of Ventures that would constitute a proportion of the Board equal to Ventures’ proportionate ownership of the outstanding shares of common stock of Holdings; provided, however, that the number of designees of Ventures shall in no event be less than two designees. Only Ventures may remove a director designated by it. If Ventures determines to remove a director designated by it, or if such designated director should resign or otherwise be unable to serve, Holdings will take all required action that may be required in order to appoint a successor designated by Ventures.

3. Termination. This Agreement will terminate and be of no further force or effect (i) at any time that Ventures owns less than 20% of the outstanding shares of common stock of Holdings or (ii) immediately before the closing of an acquisition of Holdings by another entity by consolidation, merger or other reorganization in which Ventures will own, immediately after the acquisition transaction, securities representing less than 20% of the voting power of Holdings or other entity surviving such transaction.

4. Amendment. Neither this Agreement nor any term of this Agreement may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by both Holdings and Ventures.

5. Delays and Omissions. No delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of any other party under this Agreement will impair any such right, power or remedy of such non-breaching party, and it will not be construed to be a waiver of any such breach or default or a waiver of any similar breach or default thereafter occurring, and no waiver of any single breach or default will be deemed a waiver of any other breach or default occurring before or after such single breach or default. Any waiver, permit, consent or approval of any kind or character by any party of any breach or default under this Agreement, or any waiver by any party of any provisions or conditions of this Agreement, must be in writing and will be effective only to the extent specifically set forth in such writing.

6. Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, then this Agreement will continue in full force and effect without such provision, and the parties agree to negotiate, in good faith, a legal and enforceable substitute provision which most nearly reflects the parties’ intent in entering into this Agreement.

7. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be enforceable against the parties that execute such counterparts, and all of which together will constitute one instrument.

8. Governing Law. This Agreement will be governed in all respects by the laws of Delaware.

9. Specific Performance. The parties hereby acknowledge and agree that each party hereto will be irreparably damaged in the event that any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each party hereto shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having appropriate jurisdiction.

10. Effective Date. This Agreement shall be effective as of the Closing Date of the Contribution Agreement. Unless and until the Contribution Agreement is consummated, this Agreement shall have no force and effect.

Executed as of the date first written above.

USMD Holdings, Inc., a Delaware corporation
By:
Name:	John House, M.D.
Title:	President
UANT Ventures, L.L.P., a Texas limited liability partnership
By:
Name:	Mark McCurdy, M. D.
Title:	Authorized Partner