Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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CUSIP No. 81619Q105 |
Page 1 of 10 Pages |
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934 |
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(Amendment No __)* |
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Select Medical Holdings Corporation |
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(Name of Issuer)
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Common Stock, $0.001 par value |
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(Title of Class of Securities)
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81619Q105 |
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(CUSIP Number)
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September 24, 2009 |
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(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 81619Q105 |
Page 2 of 10 Pages |
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1. |
Name of Reporting Person |
Thoma Cressey Fund VII, L.P. |
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I.R.S. Identification No. of Above Person (Entities Only) |
Not Applicable |
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2. |
Check the Appropriate Box if a Member of a Group |
(a) x (b) o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting |
7,202,876 |
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6. |
Shared Voting |
-0- |
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7. |
Sole Dispositive |
7,202,876 |
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8. |
Shared Dispositive Power |
-0- |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
7,202,876 |
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
o |
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11. |
Percent of Class Represented by Amount in Row (9) |
4.5% |
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12. |
Type of Reporting Person |
PN |
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CUSIP No. 81619Q105 |
Page 3 of 10 Pages |
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1. |
Name of Reporting Person |
Thoma Cressey Friends Fund VII, L.P. |
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I.R.S. Identification No. of Above Person (Entities Only) |
Not Applicable |
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2. |
Check the Appropriate Box if a Member of a Group |
(a) x (b) o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting |
112,511 |
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6. |
Shared Voting |
-0- |
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7. |
Sole Dispositive |
112,511 |
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8. |
Shared Dispositive Power |
-0- |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
112,511 |
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
o |
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11. |
Percent of Class Represented by Amount in Row (9) |
Less than 0.1% |
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12. |
Type of Reporting Person |
PN |
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CUSIP No. 81619Q105 |
Page 4 of 10 Pages |
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1. |
Name of Reporting Person |
Thoma Cressey Fund VI, L.P. |
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I.R.S. Identification No. of Above Person (Entities Only) |
Not Applicable |
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2. |
Check the Appropriate Box if a Member of a Group |
(a) x (b) o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting |
5,472,015 |
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6. |
Shared Voting |
-0- |
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7. |
Sole Dispositive |
5,472,015 |
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8. |
Shared Dispositive Power |
-0- |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
5,472,015 |
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
o |
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11. |
Percent of Class Represented by Amount in Row (9) |
3.4% |
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12. |
Type of Reporting Person |
PN |
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CUSIP No. 81619Q105 |
Page 5 of 10 Pages |
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1. |
Name of Reporting Person |
Thoma Cressey Friends Fund VI, L.P. |
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I.R.S. Identification No. of Above Person (Entities Only) |
Not Applicable |
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2. |
Check the Appropriate Box if a Member of a Group |
(a) x (b) o |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting |
54,720 |
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6. |
Shared Voting |
-0- |
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7. |
Sole Dispositive |
54,720 |
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8. |
Shared Dispositive Power |
-0- |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
54,720 |
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10. |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares |
o |
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11. |
Percent of Class Represented by Amount in Row (9) |
Less than 0.1% |
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12. |
Type of Reporting Person |
PN |
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CUSIP No. 81619Q105 |
Page 6 of 10 Pages |
Schedule 13G
Item 1.
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(a) |
Name of Issuer: |
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Select Medical Holdings Corporation |
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(b) |
Address of Issuer’s Principal Executive Offices: |
4714 Gettysburg Road
Mechanicsburg, PA 17055
Item 2.
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(a) |
Name of Person Filing: |
This statement is being filed by Thoma Cressey Fund VII, L.P., a Delaware limited partnership ("TC VII"), Thoma Cressey Friends Fund VII, L.P., a Delaware limited partnership ("TC Friends VII"), Thoma Cressey Fund VI, L.P., a Delaware limited partnership ("TC VI"), and Thoma Cressey Friends Fund VI, L.P., a Delaware limited partnership (“TC Friends VI”) (each a “Reporting Person” and together, the “Reporting Persons”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) the Securities Exchange Act of 1934, as amended.
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(b) |
Address of Principal Business Office of each Reporting Person: |
c/o Thoma Cressey Bravo
9200 Sears Tower
233 South Wacker Drive
Chicago, IL 60606
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(c) |
Place of Organization of each Reporting Person: |
Delaware
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(d) |
Title of Class of Securities: |
Common Stock, $0.001 par value
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(e) |
CUSIP Number: |
81619Q105
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CUSIP No. 81619Q105 |
Page 7 of 10 Pages |
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Item 3. |
Statements filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c): |
Not Applicable.
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Item 4. |
Ownership. |
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(a) through (c): |
The information requested hereunder is set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages are based on 159,980,544 shares of Common Stock outstanding as of December 31, 2009.
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Item 5. |
Ownership of Five Percent or Less of a Class. |
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Not Applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Not Applicable. |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group. |
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See Exhibit 2. |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable. |
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Item 10. |
Certification. |
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Not applicable. |
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CUSIP No. 81619Q105 |
Page 8 of 10 Pages |
SIGNATURE````````````````````````
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 3, 2010
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THOMA CRESSEY FUND VII, L.P. By TC Partners VII, L.P., its general partner By Thoma Cressey Bravo, Inc., its general partner
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By: |
/s/ Carl D. Thoma |
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President |
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THOMA CRESSEY FRIENDS FUND VII, L.P. By TC Partners VII, L.P., its general partner By Thoma Cressey Bravo, Inc., its general partner
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By: |
/s/ Carl D. Thoma |
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President |
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THOMA CRESSEY FUND VI, L.P. By TC Partners VI, L.P., its general partner By Thoma Cressey Bravo, Inc., its general partner
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By: |
/s/ Carl D. Thoma |
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; |
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President |
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THOMA CRESSEY FRIENDS FUND VI, L.P. By TC Partners VI, L.P., its general partner By Thoma Cressey Bravo, Inc., its general partner
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By: |
/s/ Carl D. Thoma |
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President |
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CUSIP No. 81619Q105 |
Page 9 of 10 Pages |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree, in compliance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of them.
Dated: February 3, 2010
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THOMA CRESSEY FUND VII, L.P. By TC Partners VII, L.P., its general partner By Thoma Cressey Bravo, Inc., its general partner
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By: |
/s/ Carl D. Thoma |
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President |
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THOMA CRESSEY FRIENDS FUND VII, L.P. By TC Partners VII, L.P., its general partner By Thoma Cressey Bravo, Inc., its general partner
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By: |
/s/ Carl D. Thoma |
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President |
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THOMA CRESSEY FUND VI, L.P. By TC Partners VI, L.P., its general partner By Thoma Cressey Bravo, Inc., its general partner
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By: |
/s/ Carl D. Thoma |
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President |
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THOMA CRESSEY FRIENDS FUND VI, L.P. By TC Partners VI, L.P., its general partner By Thoma Cressey Bravo, Inc., its general partner
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By: |
/s/ Carl D. Thoma |
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President |
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CUSIP No. 81619Q105 |
Page 10 of 10 Pages |
Exhibit 2
Identification and Classification of Members of the Group
Thoma Cressey Fund VII, L.P., Thoma Cressey Friends Fund VII, L.P., Thoma Cressey Fund VI, L.P. and Thoma Cressey Friends Fund VI, L.P. are filing this statement on Schedule 13G as a group.
Thoma Cressey Fund VII, L.P. is a Delaware limited partnership. Its sole general partner is TC Partners VII, L.P., a Delaware limited partnership, whose sole general partner is Thoma Cressey Bravo, Inc., a Delaware corporation.
Thoma Cressey Friends Fund VII, L.P. is a Delaware limited partnership. Its sole general partner is TC Partners VII, L.P., a Delaware limited partnership, whose sole general partner is Thoma Cressey Bravo, Inc., a Delaware corporation.
Thoma Cressey Fund VI, L.P. is a Delaware limited partnership. Its sole general partner is TC Partners VI, L.P., a Delaware limited partnership, whose sole general partner is Thoma Cressey Bravo, Inc., a Delaware corporation.
Thoma Cressey Friends Fund VI, L.P. is a Delaware limited partnership. Its sole general partner is TC Partners VI, L.P., a Delaware limited partnership, whose sole general partner is Thoma Cressey Bravo, Inc., a Delaware corporation.