FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Anderson Devin J
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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Gen Counsel & Corp Secretary
(Last)          (First)          (Middle)

401 EDGEWATER PLACE, SUITE 500
3. Date of Earliest Transaction (MM/DD/YYYY)

10/21/2016
(Street)

WAKEFIELD, MA 01880
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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     F    45684   (1) D $40.50   120464   D    
Common Stock   10/21/2016     D    120464   D $40.50   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Employee Stock Option (right to buy)   $26.18   10/21/2016     D         48617      (2) 2/17/2026   Common Stock   48617     (2) 0   D    

Explanation of Responses:
( 1)  Represents shares withheld by the company for payment of tax liability incident to the vesting of restricted common stock.
( 2)  Pursuant to the agreement and plan of merger, dated as of August 9, 2016 (as amended or modified from time to time, the "Merger Agreement"), by and among Press Ganey Holdings, Inc., (the "Company"), Emerald TopCo, Inc., ("Parent") and Emerald BidCo, Inc., ("Merger Sub"), all outstanding and unexercised stock options, at the option of the holder, were cancelled in exchange for the right to receive in cash an amount equal to the product of (i) the total number of shares of common stock of the Company subject to the stock option multiplied by (ii) the excess, if any, of the per share merger consideration over the exercise price of the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Anderson Devin J
401 EDGEWATER PLACE
SUITE 500
WAKEFIELD, MA 01880


Gen Counsel & Corp Secretary

Signatures
/s/ Devin J. Anderson 10/25/2016
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
PRESS GANEY HOLDINGS, INC. (NYSE:PGND)
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