Sec Form 4 Filing - Vestar Capital Partners V L P @ Press Ganey Holdings, Inc. - 2016-10-21

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 Vestar Capital Partners V L P 2. Issuer Name and Ticker or Trading Symbol Press Ganey Holdings, Inc. [ PGND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/21/2016 (Street) NEW YORK, NY10167 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 10/21/2016 D 30,344,467 D $ 40.5 0 I See footnotes ( 1 ) ( 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 Vestar Capital Partners V L P C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY10167 X Vestar Capital Partners V A L P C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY10167 X Vestar Capital Partners V-B LP C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY10167 X Vestar Executives V LP C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY10167 X Vestar Co-Invest V, L.P. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY10167 X Vestar Investors V, L.P. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY10167 X VESTAR ASSOCIATES V, L.P. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY10167 X VESTAR MANAGERS V LTD. C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY10167 X OCONNELL DANIEL S C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR NEW YORK, NY10167 X Signatures Vestar Capital Partners V, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact 10/25/2016 Signature of Reporting Person Date Vestar Capital Partners V-A, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact 10/25/2016 Signature of Reporting Person Date Vestar Capital Partners V-B, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact 10/25/2016 Signature of Reporting Person Date Vestar Executives V, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact 10/25/2016 Signature of Reporting Person Date Vestar Co-Invest V, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact 10/25/2016 Signature of Reporting Person Date Vestar Investors V, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact 10/25/2016 Signature of Reporting Person Date Vestar Associates V, L.P., by: /s/ Steven Della Rocca, Attorney-in-fact 10/25/2016 Signature of Reporting Person Date Vestar Managers V Ltd., by: /s/ Steven Della Rocca, Attorney-in-fact 10/25/2016 Signature of Reporting Person Date Daniel S. O'Connell, by: /s/ Steven Della Rocca, Attorney-in-fact 10/25/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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