Statement of Changes in Beneficial Ownership (4)
26 October 2016 - 7:07AM
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
*
Vestar Capital Partners V L P
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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
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/21/2016
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(Street)
NEW YORK, NY 10167
(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)
___ Form filed by One Reporting Person
_
X
_ 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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D
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30344467
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D
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$40.50
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0
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I
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See footnotes
(1)
(2)
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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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Explanation of Responses:
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(
1)
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The shares of common stock were held directly by Vestar Capital Partners V, L.P. ("Vestar V"), Vestar Capital Partners V-A, L.P. ("Vestar V-A"), Vestar Capital Partners V-B, L.P. ("Vestar V-B"), Vestar Executives V, L.P. ("Executives V"), Vestar Co-Invest V, L.P. ("Co-Invest V") and Vestar Investors V, L.P. ("Investors V" and collectively with Vestar V, Vestar V- A, Vestar V-B, Executives V and Co-Invest V, the "Vestar Investors").
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(
2)
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Vestar Associates V, L.P. ("Vestar Associates V") is the general partner of Vestar V, Vestar V-A, Vestar V-B and Executives V and has voting and investment power over the securities held or controlled by each of them. Vestar Managers V Ltd. ("VMV") is the general partner of Co-Invest V and Investors V and has voting and investment power over the securities held or controlled by each of them. VMV is also the general partner of Vestar Associates V. Daniel S. O'Connell is the sole director of VMV and as a result he may be deemed to share beneficial ownership of the securities held directly by the Vestar Investors. Each of Vestar V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of any securities held directly by the Vestar Investors, except to the extent of his or its pecuniary interest therein.
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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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Vestar Capital Partners V L P
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
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X
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Vestar Capital Partners V A L P
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
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X
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Vestar Capital Partners V-B LP
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
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X
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Vestar Executives V LP
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
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X
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Vestar Co-Invest V, L.P.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
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X
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Vestar Investors V, L.P.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
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X
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VESTAR ASSOCIATES V, L.P.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
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X
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VESTAR MANAGERS V LTD.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
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X
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OCONNELL DANIEL S
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167
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X
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Signatures
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Vestar Capital Partners V, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact
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10/25/2016
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**
Signature of Reporting Person
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Date
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Vestar Capital Partners V-A, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact
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10/25/2016
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**
Signature of Reporting Person
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Date
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Vestar Capital Partners V-B, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact
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10/25/2016
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**
Signature of Reporting Person
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Date
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Vestar Executives V, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact
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10/25/2016
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**
Signature of Reporting Person
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Date
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Vestar Co-Invest V, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact
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10/25/2016
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**
Signature of Reporting Person
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Date
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Vestar Investors V, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact
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10/25/2016
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**
Signature of Reporting Person
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Date
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Vestar Associates V, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact
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10/25/2016
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**
Signature of Reporting Person
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Date
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Vestar Managers V Ltd., by: /s/ Steven Della Rocca, Attorney-in-fact
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10/25/2016
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**
Signature of Reporting Person
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Date
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Daniel S. O'Connell, by: /s/ Steven Della Rocca, Attorney-in-fact
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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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