TAVENNER MARILYN B 4

What Happened

• Marilyn B. Tavenner, a director of Select Medical Holdings Corp (SEM), had 36,035 shares converted into cash under the company's merger and received $16.50 per share for a total of $594,578. This was a disposition to the issuer in connection with the Merger Agreement, not an open-market sale.

Key Details

• Transaction date: 2026-06-30; Filing date (Form 4): 2026-07-01.
• Price: $16.50 per share; Total cash received: $594,578.
• Transaction type: Disposition to issuer (conversion of shares under the merger agreement), code D.
• Shares owned after transaction: Not stated in the Form 4 filing.
• Footnotes:
  • The Merger Agreement (entered March 2, 2026) converted each outstanding common share into $16.50 cash at the effective time of the merger.
  • Unvested restricted shares held by the reporting person vested immediately prior to the merger and were converted into the same cash consideration, net of applicable tax withholdings.
• Filing timeliness: Form filed the day after the reporting period end; filing does not indicate lateness.

Context

• This was a cash conversion tied to a corporate merger (automatic conversion to merger consideration), not a discretionary sale on the open market; such transactions reflect deal terms rather than an insider trading decision.
• For retail investors, merger-driven dispositions typically don't signal the insider's view on the company's post-deal prospects.