FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bukosky Michael W. 		2. Issuer Name and Ticker or Trading Symbol

USMD Holdings, Inc. [ USMD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Administraive Officer
(Last)          (First)          (Middle)

5302 SUMMERWOOD DR. 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/16/2015
(Street)

TEMPLE, TX 76502
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock ($0.01 par)   12/16/2015     A    2474   (1) A $7.20   7819   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase   $15.54                      (2) 3/7/2022   Common Stock ($0.01 par)   100000     100000   D    

Explanation of Responses:
( 1)  Represents stock compensation issued pursuant to the USMD Salary Deferral Plan and granted to Mr. Bukosky in lieu of cash compensation of $17,813 for his services as Chief Administrative Officer.
( 2)  Mr. Bukosky was awarded options to purchase 100,000 shares of common stock under the 2010 USMD Holdings, Inc. Equity Compensation Plan. Options for 20,000 shares vested on March 7, 2014 and options for an additional 20,000 shares vested on January 1, 2015. The remaining options will vest at a rate of 20,000 shares per year on the first day of each calendar year until fully vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bukosky Michael W.
5302 SUMMERWOOD DR.
TEMPLE, TX 76502

Chief Administraive Officer

Signatures
/s/ Michael S. Bukosky 12/18/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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