Select Medical Holdings Corp
A healthcare services company that runs critical illness recovery hospitals, inpatient rehabilitation hospitals, and a large national network of outpatient physical therapy clinics under the Select Physical Therapy brand. Founded in 1996 in Mechanicsburg, Pennsylvania, by Rocco Ortenzio and his son Robert, the company's name reflects its founders' strategy of "selecting" niche areas of post-acute care to specialize in. Its facilities span dozens of states across the country.
Item 4 of the Original Schedule 13D is hereby amended and supplemented to incorporate the following: Closing On June 30, 2026, the Issuer announced the consummation of the transactions contemplated by the Merger Agreement. Effective July 1, 2026, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Rollover Shares, Shares owned by Parent or the Issuer (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the Effective Time or Shares for which appraisal rights have been demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware), was converted into the right to receive $16.50 per share in cash, without interest. The Shares were suspended from trading on the New York Stock Exchange (the "NYSE") effective as of the opening of trading on July 1, 2026. The NYSE has filed a Notification of Removal from Listing and/or Registration on Form 25 to delist the Shares and terminate the registration of all Shares under Section 12(b) of the Exchange Act. The description of the consummation of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 99.4 to Amendment No. 2 and is incorporated by reference into this Item 4. A copy of the press release issued by the Issuer on June 30, 2026, announcing the closing of the Merger is filed as Exhibit 99.20 to this Amendment No. 2 and is incorporated by reference into this Item 4. Amended and Restated Rollover Agreements On June 30, 2026, the Reporting Persons entered into amended and restated rollover agreements (each, an "Amended and Restated Rollover Agreement") with Parent and Stallion Group Parent, LP ("Group Parent"), pursuant to which each of the Rollover Holders has agreed, subject to the terms and conditions set forth therein, that, immediately prior to the closing of the Merger, all or a portion of such Rollover Holder's Rollover Shares shall be contributed to Parent in exchange for an equivalent amount of shares of common stock of Parent (the "Parent Interests") and then, subsequently, such Rollover Holder will exchange its Parent Interests to Group Parent for an equivalent amount of equity interests in Group Parent (such contribution and exchange, the "Rollover"). Aside from the amended structure of the Rollover described in the preceding sentence, the terms Amended and Restated Rollover Agreements remain substantially identical in all material respects to the Rollover Agreements as previously disclosed. This summary of the Amended and Restated Rollover Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Rollover Agreements, copies of which are filed as Exhibits 99.13, 99.14, 99.15, 99.16, 99.17, 99.18 and 99.19 to this Amendment No. 3 and are incorporated by reference into this Item 4. This Amendment No. 3 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons.
Item 4 of the Original Schedule 13D is hereby amended and supplemented to incorporate the following: Closing On June 30, 2026, the Issuer announced the consummation of the transactions contemplated by the Merger Agreement. Effective July 1, 2026, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Rollover Shares, Shares owned by Parent or the Issuer (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the Effective Time or Shares for which appraisal rights have been demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware), was converted into the right to receive $16.50 per share in cash, without interest. The Shares were suspended from trading on the New York Stock Exchange (the "NYSE") effective as of the opening of trading on July 1, 2026. The NYSE has filed a Notification of Removal from Listing and/or Registration on Form 25 to delist the Shares and terminate the registration of all Shares under Section 12(b) of the Exchange Act. The description of the consummation of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 99.4 to Amendment No. 2 and is incorporated by reference into this Item 4. A copy of the press release issued by the Issuer on June 30, 2026, announcing the closing of the Merger is filed as Exhibit 99.20 to this Amendment No. 2 and is incorporated by reference into this Item 4. Amended and Restated Rollover Agreements On June 30, 2026, the Reporting Persons entered into amended and restated rollover agreements (each, an "Amended and Restated Rollover Agreement") with Parent and Stallion Group Parent, LP ("Group Parent"), pursuant to which each of the Rollover Holders has agreed, subject to the terms and conditions set forth therein, that, immediately prior to the closing of the Merger, all or a portion of such Rollover Holder's Rollover Shares shall be contributed to Parent in exchange for an equivalent amount of shares of common stock of Parent (the "Parent Interests") and then, subsequently, such Rollover Holder will exchange its Parent Interests to Group Parent for an equivalent amount of equity interests in Group Parent (such contribution and exchange, the "Rollover"). Aside from the amended structure of the Rollover described in the preceding sentence, the terms Amended and Restated Rollover Agreements remain substantially identical in all material respects to the Rollover Agreements as previously disclosed. This summary of the Amended and Restated Rollover Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Rollover Agreements, copies of which are filed as Exhibits 99.13, 99.14, 99.15, 99.16, 99.17, 99.18 and 99.19 to this Amendment No. 3 and are incorporated by reference into this Item 4. This Amendment No. 3 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons.
Item 4 of the Original Schedule 13D is hereby amended and supplemented to incorporate the following: Closing On June 30, 2026, the Issuer announced the consummation of the transactions contemplated by the Merger Agreement. Effective July 1, 2026, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Rollover Shares, Shares owned by Parent or the Issuer (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the Effective Time or Shares for which appraisal rights have been demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware), was converted into the right to receive $16.50 per share in cash, without interest. The Shares were suspended from trading on the New York Stock Exchange (the "NYSE") effective as of the opening of trading on July 1, 2026. The NYSE has filed a Notification of Removal from Listing and/or Registration on Form 25 to delist the Shares and terminate the registration of all Shares under Section 12(b) of the Exchange Act. The description of the consummation of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 99.4 to Amendment No. 2 and is incorporated by reference into this Item 4. A copy of the press release issued by the Issuer on June 30, 2026, announcing the closing of the Merger is filed as Exhibit 99.20 to this Amendment No. 2 and is incorporated by reference into this Item 4. Amended and Restated Rollover Agreements On June 30, 2026, the Reporting Persons entered into amended and restated rollover agreements (each, an "Amended and Restated Rollover Agreement") with Parent and Stallion Group Parent, LP ("Group Parent"), pursuant to which each of the Rollover Holders has agreed, subject to the terms and conditions set forth therein, that, immediately prior to the closing of the Merger, all or a portion of such Rollover Holder's Rollover Shares shall be contributed to Parent in exchange for an equivalent amount of shares of common stock of Parent (the "Parent Interests") and then, subsequently, such Rollover Holder will exchange its Parent Interests to Group Parent for an equivalent amount of equity interests in Group Parent (such contribution and exchange, the "Rollover"). Aside from the amended structure of the Rollover described in the preceding sentence, the terms Amended and Restated Rollover Agreements remain substantially identical in all material respects to the Rollover Agreements as previously disclosed. This summary of the Amended and Restated Rollover Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Rollover Agreements, copies of which are filed as Exhibits 99.13, 99.14, 99.15, 99.16, 99.17, 99.18 and 99.19 to this Amendment No. 3 and are incorporated by reference into this Item 4. This Amendment No. 3 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Glazer Capital, LLC | 13G/APassive | 8.67% | 10.74M | Aug 13, 2026 |
| Paul J. Glazer | 13G/APassive | 8.67% | 10.74M | Aug 13, 2026 |
| Vanguard Portfolio Management | 13G/APassive | 0% | 2.1K | Jul 31, 2026 |
| BlackRock, Inc. | 13G/APassive | 9.9% | 12.32M | Jul 30, 2026 |
| ORTENZIO ROBERT A | 13D/AActivist | 0% | 0 | Jul 1, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to incorporate the following: Closing On June 30, 2026, the Issuer announced the consummation of the transactions contemplated by the Merger Agreement. Effective July 1, 2026, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Rollover Shares, Shares owned by Parent or the Issuer (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the Effective Time or Shares for which appraisal rights have been demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware), was converted into the right to receive $16.50 per share in cash, without interest. The Shares were suspended from trading on the New York Stock Exchange (the "NYSE") effective as of the opening of trading on July 1, 2026. The NYSE has filed a Notification of Removal from Listing and/or Registration on Form 25 to delist the Shares and terminate the registration of all Shares under Section 12(b) of the Exchange Act. The description of the consummation of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 99.4 to Amendment No. 2 and is incorporated by reference into this Item 4. A copy of the press release issued by the Issuer on June 30, 2026, announcing the closing of the Merger is filed as Exhibit 99.20 to this Amendment No. 2 and is incorporated by reference into this Item 4. Amended and Restated Rollover Agreements On June 30, 2026, the Reporting Persons entered into amended and restated rollover agreements (each, an "Amended and Restated Rollover Agreement") with Parent and Stallion Group Parent, LP ("Group Parent"), pursuant to which each of the Rollover Holders has agreed, subject to the terms and conditions set forth therein, that, immediately prior to the closing of the Merger, all or a portion of such Rollover Holder's Rollover Shares shall be contributed to Parent in exchange for an equivalent amount of shares of common stock of Parent (the "Parent Interests") and then, subsequently, such Rollover Holder will exchange its Parent Interests to Group Parent for an equivalent amount of equity interests in Group Parent (such contribution and exchange, the "Rollover"). Aside from the amended structure of the Rollover described in the preceding sentence, the terms Amended and Restated Rollover Agreements remain substantially identical in all material respects to the Rollover Agreements as previously disclosed. This summary of the Amended and Restated Rollover Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Rollover Agreements, copies of which are filed as Exhibits 99.13, 99.14, 99.15, 99.16, 99.17, 99.18 and 99.19 to this Amendment No. 3 and are incorporated by reference into this Item 4. This Amendment No. 3 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons. | ||||
| JACKSON MARTIN F | 13D/AActivist | 0% | 0 | Jul 1, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to incorporate the following: Closing On June 30, 2026, the Issuer announced the consummation of the transactions contemplated by the Merger Agreement. Effective July 1, 2026, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Rollover Shares, Shares owned by Parent or the Issuer (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the Effective Time or Shares for which appraisal rights have been demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware), was converted into the right to receive $16.50 per share in cash, without interest. The Shares were suspended from trading on the New York Stock Exchange (the "NYSE") effective as of the opening of trading on July 1, 2026. The NYSE has filed a Notification of Removal from Listing and/or Registration on Form 25 to delist the Shares and terminate the registration of all Shares under Section 12(b) of the Exchange Act. The description of the consummation of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 99.4 to Amendment No. 2 and is incorporated by reference into this Item 4. A copy of the press release issued by the Issuer on June 30, 2026, announcing the closing of the Merger is filed as Exhibit 99.20 to this Amendment No. 2 and is incorporated by reference into this Item 4. Amended and Restated Rollover Agreements On June 30, 2026, the Reporting Persons entered into amended and restated rollover agreements (each, an "Amended and Restated Rollover Agreement") with Parent and Stallion Group Parent, LP ("Group Parent"), pursuant to which each of the Rollover Holders has agreed, subject to the terms and conditions set forth therein, that, immediately prior to the closing of the Merger, all or a portion of such Rollover Holder's Rollover Shares shall be contributed to Parent in exchange for an equivalent amount of shares of common stock of Parent (the "Parent Interests") and then, subsequently, such Rollover Holder will exchange its Parent Interests to Group Parent for an equivalent amount of equity interests in Group Parent (such contribution and exchange, the "Rollover"). Aside from the amended structure of the Rollover described in the preceding sentence, the terms Amended and Restated Rollover Agreements remain substantially identical in all material respects to the Rollover Agreements as previously disclosed. This summary of the Amended and Restated Rollover Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Rollover Agreements, copies of which are filed as Exhibits 99.13, 99.14, 99.15, 99.16, 99.17, 99.18 and 99.19 to this Amendment No. 3 and are incorporated by reference into this Item 4. This Amendment No. 3 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons. | ||||
| Estate of Rocco A. Ortenzio | 13D/AActivist | 0% | 0 | Jul 1, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented to incorporate the following: Closing On June 30, 2026, the Issuer announced the consummation of the transactions contemplated by the Merger Agreement. Effective July 1, 2026, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Rollover Shares, Shares owned by Parent or the Issuer (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the Effective Time or Shares for which appraisal rights have been demanded properly in accordance with Section 262 of the General Corporation Law of the State of Delaware), was converted into the right to receive $16.50 per share in cash, without interest. The Shares were suspended from trading on the New York Stock Exchange (the "NYSE") effective as of the opening of trading on July 1, 2026. The NYSE has filed a Notification of Removal from Listing and/or Registration on Form 25 to delist the Shares and terminate the registration of all Shares under Section 12(b) of the Exchange Act. The description of the consummation of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 99.4 to Amendment No. 2 and is incorporated by reference into this Item 4. A copy of the press release issued by the Issuer on June 30, 2026, announcing the closing of the Merger is filed as Exhibit 99.20 to this Amendment No. 2 and is incorporated by reference into this Item 4. Amended and Restated Rollover Agreements On June 30, 2026, the Reporting Persons entered into amended and restated rollover agreements (each, an "Amended and Restated Rollover Agreement") with Parent and Stallion Group Parent, LP ("Group Parent"), pursuant to which each of the Rollover Holders has agreed, subject to the terms and conditions set forth therein, that, immediately prior to the closing of the Merger, all or a portion of such Rollover Holder's Rollover Shares shall be contributed to Parent in exchange for an equivalent amount of shares of common stock of Parent (the "Parent Interests") and then, subsequently, such Rollover Holder will exchange its Parent Interests to Group Parent for an equivalent amount of equity interests in Group Parent (such contribution and exchange, the "Rollover"). Aside from the amended structure of the Rollover described in the preceding sentence, the terms Amended and Restated Rollover Agreements remain substantially identical in all material respects to the Rollover Agreements as previously disclosed. This summary of the Amended and Restated Rollover Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Rollover Agreements, copies of which are filed as Exhibits 99.13, 99.14, 99.15, 99.16, 99.17, 99.18 and 99.19 to this Amendment No. 3 and are incorporated by reference into this Item 4. This Amendment No. 3 constitutes an exit filing of the Reporting Persons in respect of the Shares previously reported as beneficially owned by the Reporting Persons. | ||||
| T. Rowe Price Associates, Inc. | 13G/APassive | 0.1% | 165.1K | Apr 8, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| Estate of Rocco A. Ortenzio | 13G/APassive | 3.2% | 4.09M | Jan 30, 2025 |