ORTENZIO ROBERT A 4
4 · SELECT MEDICAL HOLDINGS CORP · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Select Medical (SEM) 10% Owner Robert A. Ortenzio Sells Shares
What Happened
Robert A. Ortenzio (reported as a 10% owner) reported disposals tied to Select Medical’s March 2026 merger. The filing shows: a disposition of 279,000 SEM shares to the issuer at $16.50 per share for $4,603,500, and several other reported disposals (totaling millions of shares) that were contributed to the merger parent and converted into Parent common shares or interests in Stallion Group Parent, LP (recorded with $0 cash proceeds on the Form 4).
Key Details
- Transaction date: 2026-06-30; Form 4 filed: 2026-07-01 (timely filing).
- Cash sale: 279,000 shares @ $16.50 = $4,603,500 (converted to cash at merger).
- Other reported dispositions with $0 proceeds: 7,081,788 shares; 1,000,000 “rollover” shares; and three contributions of 280,415 shares each — these were contributed to Parent and exchanged for Parent common shares, then converted to interests in Stallion Group Parent, LP (per footnotes).
- Beneficial ownership: reporting person’s holdings are reported indirectly and he disclaims direct beneficial ownership except to the extent of any pecuniary interest; post-merger holdings are interests in the acquiring entity, not SEM common stock.
- Footnotes: transactions were part of the Agreement and Plan of Merger (filed 3/3/2026); several contributions came from trusts and a descendants’ trust (rollover).
- Filing status: appears timely (no late filing flag).
Context
These transactions are merger-related reorganization events — the $4.6M cash was paid at the merger conversion price ($16.50/share). The $0-proceeds entries are not open‑market sales but exchanges/rollovers into the acquirer’s equity structure, common for major shareholders in a merger and not necessarily indicative of ordinary trading sentiment.
Insider Transaction Report
Form 4Exit
ORTENZIO ROBERT A
DirectorEXECUTIVE CHAIRMAN10% Owner
Transactions
- Other
Common Stock
[F1][F2]2026-06-30−7,081,788→ 0 total - Other
Common Stock
[F1][F3][F4]2026-06-30−1,000,000→ 279,000 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1][F5][F4]2026-06-30$16.50/sh−279,000$4,603,500→ 0 total(indirect: By Trust) - Other
Common Stock
[F1][F6][F4]2026-06-30−280,415→ 0 total(indirect: By Trust) - Other
Common Stock
[F1][F7][F4]2026-06-30−280,415→ 0 total(indirect: By Trust) - Other
Common Stock
[F1][F8][F4]2026-06-30−280,415→ 0 total(indirect: By Trust)
Footnotes (8)
- [F1]This Form 4 reports securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), entered into on March 2, 2026, by and among the Issuer, Stallion Intermediate Corporation ("Parent"), and Stallion MergerSub Corporation (filed as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on March 3, 2026).
- [F2]Immediately prior to the effective time of the merger, the Reporting Person contributed 6,674,010 common shares and 407,778 restricted shares to Parent in exchange for an equivalent amount of shares of common stock ("Parent Common Shares") and restricted shares, respectively, of Parent, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
- [F3]Immediately prior to the effective time of the merger, The Robert A. Ortenzio Descendants Trust contributed 1,000,000 common shares ("Rollover Shares") to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
- [F4]The reporting person beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- [F5]At the effective time of the merger, each of the shares of common stock reported in this row of this Form 4 issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive $16.50 per share in cash without interest.
- [F6]Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
- [F7]Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
- [F8]Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
Signature
/s/ John F. Duggan, Attorney-in-Fact|2026-07-01