Ely James S. III 4
4 · SELECT MEDICAL HOLDINGS CORP · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Select Medical Director Ely James S. III Sells 161,674 Shares
What Happened
Ely James S. III, a director of Select Medical Holdings Corp. (SEM), disposed of 161,674 shares on June 30, 2026. Under the merger agreement, each share was converted into $16.50 in cash, for total Merger Consideration of $2,667,621. This was a disposition to the issuer (cash-out in connection with the merger), not an open‑market sale.
Key Details
- Transaction date: 2026-06-30; Price per share: $16.50; Shares: 161,674; Total cash received: $2,667,621.
- Transaction code: D (Disposition to issuer) — conversion to merger consideration.
- Filing date: 2026-07-01 (Form 4 covering period ending 2026-06-30).
- Shares owned after transaction: Not separately reported on this Form 4; the reported shares were converted into cash under the merger.
- Footnotes: Restricted (unvested) shares held by the director vested immediately prior to the merger and were converted into cash (less applicable tax withholdings).
Context
The sale arose from the Agreement and Plan of Merger (entered March 2, 2026): at the effective time each outstanding Select Medical share was converted into $16.50 cash per share. Dispositions to the issuer in a merger are routine cash‑outs and do not carry the same market signal as a voluntary open‑market sale by an insider. The filing appears timely based on the provided dates.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-30$16.50/sh−161,674$2,667,621→ 0 total
Footnotes (2)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), entered into on March 2, 2026, by and among the Issuer, Stallion Intermediate Corporation, 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). At the effective time of the merger, each of the Reporting Person's shares of common stock 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").
- [F2]Includes unvested shares of Company common stock subject to forfeiture conditions (the "Company Restricted Shares"). Pursuant the Merger Agreement, each Company Restricted Share held by the Reporting Person that was outstanding immediately prior to the effective time vested in full as of immediately prior to the effective time of the merger and was automatically converted into the right to receive the Merger Consideration, less any applicable tax withholdings.