SELECT MEDICAL HOLDINGS CORP 4
4 · SELECT MEDICAL HOLDINGS CORP · Filed Oct 2, 2009
Insider Transaction Report
Form 4
THOMA CRESSEY EQUITY PARTNERS INC
10% Owner
Transactions
- Conversion
Common Stock
2009-09-30+7,575,638→ 12,842,122 total(indirect: By Funds named in Footnote) - Conversion
Participating Preferred Stock
2009-09-30−60,637→ 0 total(indirect: By Bryan C. Cressey)→ Common Stock (175,976 underlying) - Conversion
Common Stock
2009-09-30+175,976→ 298,311 total(indirect: By Bryan C. Cressey) - Conversion
Participating Preferred Stock
2009-09-30−2,610,401→ 0 total(indirect: By Funds named in Footnote)→ Common Stock (7,575,638 underlying)
Footnotes (6)
- [F1]Upon consummation of the Issuer's initial public offering, each share of Participating Preferred Stock automatically converted into the number of shares of Common Stock determined by (2) dividing the accreted value of such share of Participating Preferred Stock by the net price per share received by the Issuer in the initial public offering and (b) adding .30 shares of Common Stock for each share of Participating Preferred Stock owned.
- [F2]Owned by Thoma Cressey Fund VII, L.P. ("TC VII"), Thoma Cressey Friends Fund VII, L.P. ("TC Friends VII"), Thoma Cressey Fund VI, L.P. ("TC VI") and Thoma Cressey Friends Fund VI, L.P. ("TC Friends VI"). The sole general partner of TC VII and TC Friends VII is TC Partners VII, L.P. ("VII GP") and the sole general partner of TC VI and TC Friends VI is TC Partners VI, L.P. ("VI GP"). The sole general partner of both VII GP and VI GP is Thoma Cressey Bravo, Inc. ("TCBI"). The sole shareholder of TCBI is Carl D. Thoma.
- [F3]These securities are solely directly beneficially owned by Bryan C. Cressey. Mr. Cressey, who is a director of Issuer, is also an officer and a director of TCBI, and may also be deemed to indirectly beneficially own the securities held by TC VII, TC Friends VII, TC VI and TC Friends VI. Pursuant to Instruction (4)(b)(iv) of Form 4, Mr. Cressey has elected to report as indirectly benefically owned the entire number of securities beneficially owned by each such entity, however he disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
- [F4]Of such 2,610,401 shares, 1,464,119 are attributable to TCVII, 1,112,289 are attributable to TC VI, 22,870 are attributable to TC Friends VII and 11,123 are attributable to TC Friends VI.
- [F5]Of such 7,575,638 shares, 4,249,016 are held by TC VII, 3,227,972 are held by TCVI, 66,371 are held by TC Friends VII and 32,279 are held by TC Friends VI.
- [F6]Of such 12,842,122 shares, 7,202,876 are held by TC VII, 5,472,015 are held by TC VI, 112,511 are held by TC Friends VII and 54,720 are held by TC Friends VI.