Frist William H. 4
4 · SELECT MEDICAL HOLDINGS CORP · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Select Medical (SEM) Director William H. Frist Sells 306,266 Shares
What Happened
William H. Frist, a director of Select Medical Holdings Corp (SEM), had 306,266 shares disposed to the issuer on 2026-06-30 at $16.50 per share, resulting in $5,053,389 in cash proceeds. The disposition was not an open-market sale but occurred under the companies' Merger Agreement, which converted outstanding shares into cash consideration.
Key Details
- Transaction date and price: 2026-06-30 at $16.50 per share. Total cash: $5,053,389. (Transaction code: D — disposition to issuer.)
- Why it occurred: Per the Merger Agreement (filed March 2, 2026), each outstanding share was converted into the right to receive $16.50 in cash at the merger effective time (Footnote F1).
- Unvested shares: Company restricted (unvested) shares held by the reporting person vested immediately prior to the merger and were converted to cash as well, net of applicable tax withholdings (Footnote F2).
- Shares owned after transaction: Not specified in this Form 4 filing.
- Filing timeliness: Form dated 2026-07-01 reporting the 2026-06-30 transaction — no late filing is indicated in the filing.
Context
This transaction reflects merger consideration paid by the issuer (a corporate action) rather than an insider-initiated market sale. Such dispositions tied to a merger convert holdings into cash at the agreed deal price and therefore do not necessarily indicate the insider's view about the stock's future performance.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-06-30$16.50/sh−306,266$5,053,389→ 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.