USMD Holdings, Inc. 4
4 · USMD Holdings, Inc. · Filed Oct 4, 2016
Insider Transaction Report
Form 4
Johnston Richard C.
Chief Physician Officer
Transactions
- Disposition to Issuer
Common Stock ($.01 par value)
2016-09-30−397→ 0 total(indirect: Indirectly held through Las Colinas Medical Group) - Disposition to Issuer
Common Stock ($.01 par value)
2016-09-30−10,579→ 0 total - Other
Common Stock ($.01 par value)
2016-09-30$10.00/sh−2,600$26,000→ 30,084 total(indirect: Indirectly held through UANT Ventures, L.P.) - Disposition to Issuer
Common Stock ($.01 par value)
2016-09-30−30,084→ 0 total(indirect: Indirectly held through UANT Ventures, L.P.)
Footnotes (3)
- [F1]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.
- [F2]Dr. Johnston 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.
- [F3]Upon the 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.