Statement of Changes in Beneficial Ownership (4)
October 25 2016 - 3:42PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Anderson Devin J
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2. Issuer Name
and
Ticker or Trading Symbol
Press Ganey Holdings, Inc.
[
PGND
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Gen Counsel & Corp Secretary
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(Last)
(First)
(Middle)
401 EDGEWATER PLACE, SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/21/2016
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(Street)
WAKEFIELD, MA 01880
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/21/2016
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F
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45684
(1)
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D
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$40.50
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120464
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D
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Common Stock
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10/21/2016
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D
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120464
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D
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$40.50
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$26.18
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10/21/2016
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D
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48617
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(2)
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2/17/2026
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Common Stock
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48617
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(2)
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0
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D
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Explanation of Responses:
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(
1)
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Represents shares withheld by the company for payment of tax liability incident to the vesting of restricted common stock.
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(
2)
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Pursuant to the agreement and plan of merger, dated as of August 9, 2016 (as amended or modified from time to time, the "Merger Agreement"), by and among Press Ganey Holdings, Inc., (the "Company"), Emerald TopCo, Inc., ("Parent") and Emerald BidCo, Inc., ("Merger Sub"), all outstanding and unexercised stock options, at the option of the holder, were cancelled in exchange for the right to receive in cash an amount equal to the product of (i) the total number of shares of common stock of the Company subject to the stock option multiplied by (ii) the excess, if any, of the per share merger consideration over the exercise price of the option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Anderson Devin J
401 EDGEWATER PLACE
SUITE 500
WAKEFIELD, MA 01880
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Gen Counsel & Corp Secretary
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Signatures
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/s/ Devin J. Anderson
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10/25/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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