Breighner Robert G. JR 4
4 · SELECT MEDICAL HOLDINGS CORP · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Select Medical (SEM) SVP Robert Breighner Sells 18,362 Shares in Merger
What Happened
Robert G. Breighner Jr., Senior Vice President of Select Medical Holdings Corp. (SEM), had 34,696 company shares affected as part of the merger closing on 2026-06-30. He disposed 18,362 shares to the issuer at $16.50 per share for $302,973 in cash, and contributed/rolled 16,334 restricted shares (no cash received) into the buyer under the Merger Agreement.
Key Details
- Transaction date: 2026-06-30; Form 4 filed 2026-07-01 (timely filing).
- Cash disposition: 18,362 shares × $16.50 = $302,973.
- Rollover: 16,334 restricted shares were contributed to Stallion Intermediate Corporation and converted into Parent equity/interests (reported as a J-code disposition with $0 cash).
- Footnotes: (F1–F4) Transactions occurred under the March 2, 2026 Merger Agreement; Rollover Shares were exchanged for Parent common/LP interests; other restricted shares vested immediately prior to the merger and converted into the $16.50-per-share Merger Consideration (net of any applicable tax withholdings).
- Transaction codes: J = other acquisition/disposition (rollover into buyer); D = disposition to issuer (cash conversion).
- Shares owned after the reported transactions: not disclosed on the Form 4.
Context
These actions were merger-related (conversion of equity and rollover into the buyer) rather than open-market trades. The cash payment reflects the merger consideration of $16.50 per share; some cash proceeds from converted restricted shares may have been reduced by tax withholding per the filing. Such M&A-driven dispositions/rollovers are common in buyouts and do not necessarily reflect a standalone trading signal.
Insider Transaction Report
- Other
Common Stock
[F1][F2]2026-06-30−16,334→ 18,362 total - Disposition to Issuer
Common Stock
[F1][F3][F4]2026-06-30$16.50/sh−18,362$302,973→ 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 16,334 restricted shares ("Rollover 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]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]Includes unvested shares of Company common stock subject to forfeiture conditions (the "Company Restricted Shares"). Pursuant the Merger Agreement, each Company Restricted Share (other than Rollover Shares) 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.