4//SEC Filing
USMD Holdings, Inc. 4
Accession 0000899243-16-030663
CIK 0001507881operating
Filed
Oct 3, 8:00 PM ET
Accepted
Oct 4, 10:53 AM ET
Size
15.9 KB
Accession
0000899243-16-030663
Insider Transaction Report
Form 4
Collini M. Patrick
Director
Transactions
- Conversion
Common Stock ($.01 par value)
2016-09-30$10.61/sh+18,850$199,999→ 41,694 total - Conversion
7.25% Convertible Subordinated Note due 2020
2016-09-30−18,850→ 0 totalExercise: $10.61From: 2016-04-29→ Common Stock ($0.01 par) (18,850 underlying) - Disposition to Issuer
Common Stock ($.01 par value)
2016-09-30−41,694→ 0 total - Disposition to Issuer
Common Stock ($.01 par value)
2016-09-30−13,248→ 0 total(indirect: Indirectly held through M. Patrick Collini, MD, P.A.) - Disposition to Issuer
Common Stock ($.01 par value)
2016-09-30−130,929→ 0 total(indirect: Indirectly held through UANT Ventures, L.P.) - Disposition to Issuer
Option to purchase
2016-09-30−1,800→ 0 total(indirect: Indirectly held trhoguh UANT Ventures, L.P.)Exercise: $24.84From: 2012-08-31Exp: 2017-08-31→ Common Stock ($0.01 par) (1,800 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
USMD Holdings, Inc.
CIK 0001507881
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001507881
Filing Metadata
- Form type
- 4
- Filed
- Oct 3, 8:00 PM ET
- Accepted
- Oct 4, 10:53 AM ET
- Size
- 15.9 KB