CHERNOW DAVID S 4
4 · SELECT MEDICAL HOLDINGS CORP · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Select Medical (SEM) Vice Chairman David S. Chernow Sells Shares
What Happened
David S. Chernow, Vice Chairman and Director of Select Medical Holdings Corp (SEM), disposed of company stock as part of the merger with Stallion. On 2026-06-30 he: sold 656,823 common shares at $16.50 per share for total cash of $10,837,580 (merger consideration); surrendered 113,421 shares valued at $16.50 per share (total $1,871,447) to satisfy tax withholding on vested restricted stock; and contributed 100,000 restricted shares to the merger parent in exchange for parent-level interests (no cash). These were transaction-driven dispositions tied to the Merger Agreement rather than open-market selling.
Key Details
- Transaction date(s): 2026-06-30; Form 4 filed 2026-07-01 (reports transactions dated 6/30/2026).
- Price and values: conversion/sale price $16.50 per share. 656,823 shares → $10,837,580; 113,421 shares surrendered → $1,871,447.
- Other movement: 100,000 restricted shares contributed to Parent and converted into partnership interests (no cash proceeds).
- Footnotes: transactions performed under the Agreement and Plan of Merger (filed 3/3/2026). Surrender of shares was for tax withholding on vested restricted stock. Each converted share received $16.50 cash as merger consideration.
- Shares owned after transaction: not specified on this Form 4.
- Filing timeliness: Form 4 filed on 2026-07-01 reporting 2026-06-30 transactions; no late-report flag indicated in the filing.
Context
- These were merger-related dispositions (conversion to cash at $16.50/share) and a routine tax-withholding surrender — not open-market buys or sales indicating active trading sentiment.
- The surrender of shares to cover taxes is a common, administrative transaction tied to vesting and does not on its own signal a directional view by the insider.
Insider Transaction Report
- Other
Common Stock
[F1][F2]2026-06-30−100,000→ 777,244 total - Disposition to Issuer
Common Stock
[F1][F3]2026-06-30$16.50/sh−656,823$10,837,580→ 113,421 total - Tax Payment
Common Stock
[F4]2026-06-30$16.50/sh−113,421$1,871,447→ 0 total
Footnotes (4)
- [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 100,000 restricted shares to Parent in exchange for an equivalent amount of restricted shares of Parent, which restricted shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
- [F3]At the effective time of the merger, each of the Reporting Person's 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 ("Merger Consideration").
- [F4]Surrender of shares to satisfy tax withholding obligation incident to vesting of restricted stock.