Sec Form 4 Filing - CARSON RUSSELL L @ SELECT MEDICAL HOLDINGS CORP - 2014-03-17

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CARSON RUSSELL L
2. Issuer Name and Ticker or Trading Symbol
SELECT MEDICAL HOLDINGS CORP [ SEM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O WELSH, CARSON, ANDERSON & STOWE, 320 PARK AVENUE, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2014
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 03/17/2014 S 30,436 D $ 11.87 ( 1 ) 7,383,096 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 03/17/2014 S 1,364 D $ 11.87 ( 1 ) 330,848 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 03/18/2014 S 204,092 D $ 11.96 ( 1 ) 7,179,004 I By Welsh, Carson, Anderson & Stowe IX, L.P, ( 2 )
Common Stock 03/18/2014 S 9,146 D $ 11.96 ( 1 ) 321,702 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 03/19/2014 S 334,989 D $ 11.81 ( 1 ) 6,844,015 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 03/19/2014 S 15,011 D $ 11.81 ( 1 ) 306,691 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 03/20/2014 S 387,594 D $ 11.79 ( 1 ) 6,456,421 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 03/20/2014 S 17,368 D $ 11.79 ( 1 ) 289,323 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 03/21/2014 S 388,594 D $ 11.84 ( 1 ) 6,067,827 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 03/21/2014 S 17,413 D $ 11.84 ( 1 ) 271,910 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 05/05/2014 S 1,230,571 D $ 14 4,837,256 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 05/05/2014 S 55,143 D $ 14 216,767 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 05/07/2014 S 199,878 D $ 14.04 ( 1 ) 4,637,378 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 05/07/2014 S 8,957 D $ 14.04 ( 1 ) 207,810 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 05/08/2014 S 48,623 D $ 14.06 ( 1 ) 4,588,755 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 05/08/2014 S 2,179 D $ 14.06 ( 1 ) 205,631 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 05/09/2014 S 104,449 D $ 14.01 ( 1 ) 4,484,306 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 05/09/2014 S 4,680 D $ 14.01 ( 1 ) 200,951 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 05/12/2014 S 283,271 D $ 14.11 ( 1 ) 4,201,035 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 05/12/2014 S 12,694 D $ 14.11 ( 1 ) 188,257 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 05/13/2014 S 48,651 D $ 14 ( 1 ) 4,152,384 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 05/13/2014 S 2,180 D $ 14 ( 1 ) 186,077 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 05/15/2014 S 110,764 D $ 14.02 ( 1 ) 4,041,620 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 05/15/2014 S 4,963 D $ 14.02 ( 1 ) 181,114 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 05/16/2014 S 4,690 D $ 14.02 ( 1 ) 4,036,930 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 05/16/2014 S 210 D $ 14.02 ( 1 ) 180,904 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 05/19/2014 S 286,415 D $ 14.07 ( 1 ) 3,750,515 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 05/19/2014 S 12,835 D $ 14.07 ( 1 ) 168,069 I By WCAS Capital Partners IV, L.P. ( 2 )
Common Stock 05/20/2014 S 228,374 D $ 14.04 ( 1 ) 3,522,141 I By Welsh, Carson, Anderson & Stowe IX, L.P. ( 2 )
Common Stock 05/20/2014 S 10,234 D $ 14.04 ( 1 ) 157,835 I By WCAS Capital Partners IV, L.P. ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARSON RUSSELL L
C/O WELSH, CARSON, ANDERSON & STOWE
320 PARK AVENUE, SUITE 2500
NEW YORK, NY10022
X
Signatures
/s/David Mintz, Attorney-in-Fact 06/05/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price that comprised this average.
( 2 )The Reporting Person is a managing member of the respective sole general partners of Welsh, Carson, Anderson & Stowe IX, L.P. and WCAS Capital Partners IV, L.P. Pursuant to Instruction (4)(b)(iv) of Form 4, the Reporting Person has elected to report as indirectly beneficially owned the entire number of securities beneficially owned by each such entity. The Reporting Person disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.

Remarks:
Part 1 of 2

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).
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