Sec Form 4 Filing - ORTENZIO ROBERT A @ SELECT MEDICAL HOLDINGS CORP - 2026-06-30

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
ORTENZIO ROBERT A
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EXECUTIVE CHAIRMAN
(Last) (First) (Middle)
C/O SELECT MEDICAL HOLDINGS CORPORATION, 4714 GETTYSBURG RD
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2026
(Street)
MECHANICSBURG, PA17055
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 06/30/2026 J( 1 ) 7,081,788 ( 2 ) D $ 0 0 D
Common Stock 06/30/2026 J( 1 ) 1,000,000 ( 3 ) D $ 0 279,000 I By the Robert A. Ortenzio Descendants Trust ( 4 )
Common Stock 06/30/2026 D( 1 ) 279,000 ( 5 ) D $ 16.5 0 I By the Robert A. Ortenzio Descendants Trust ( 4 )
Common Stock 06/30/2026 J( 1 ) 280,415 ( 6 ) D $ 0 0 I By the Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio ( 4 )
Common Stock 06/30/2026 J( 1 ) 280,415 ( 7 ) D $ 0 0 I By the Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio ( 4 )
Common Stock 06/30/2026 J( 1 ) 280,415 ( 8 ) D $ 0 0 I By the Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio ( 4 )
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
ORTENZIO ROBERT A
C/O SELECT MEDICAL HOLDINGS CORPORATION
4714 GETTYSBURG RD
MECHANICSBURG, PA17055
X X EXECUTIVE CHAIRMAN
Signatures
/s/ John F. Duggan, Attorney-in-Fact 07/01/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities disposed of under the Agreement and Plan of Merger (the "Merger Agreement"), entered into on March 2, 2026, by and among the Issuer, Stallion Intermediate Corporation ("Parent"), and Stallion MergerSub Corporation (filed as Exhibit 2.1 to the Form 8-K filed with the Securities and Exchange Commission on March 3, 2026).
( 2 )Immediately prior to the effective time of the merger, the Reporting Person contributed 6,674,010 common shares and 407,778 restricted shares to Parent in exchange for an equivalent amount of shares of common stock ("Parent Common Shares") and restricted shares, respectively, of Parent, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
( 3 )Immediately prior to the effective time of the merger, The Robert A. Ortenzio Descendants Trust contributed 1,000,000 common shares ("Rollover Shares") to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
( 4 )The reporting person beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 5 )At the effective time of the merger, each of the shares of common stock reported in this row of this Form 4 issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive $16.50 per share in cash without interest.
( 6 )Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Bryan A. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
( 7 )Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Kevin M. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.
( 8 )Immediately prior to the effective time of the merger, The Robert A. Ortenzio 2014 Trust for Madeline G. Ortenzio contributed 280,415 common shares to Parent in exchange for an equivalent amount of Parent Common Shares, which Parent Common Shares were then exchanged for an equivalent amount of interests in Stallion Group Parent, LP.

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