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 *

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/YYYY)

10/21/2016
(Street)

NEW YORK, NY 10167
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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     D    30344467   D $40.50   0   I   See footnotes   (1) (2)

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

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.

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, NY 10167

X

Vestar Capital Partners V A L P
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167

X

Vestar Capital Partners V-B LP
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167

X

Vestar Executives V LP
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167

X

Vestar Co-Invest V, L.P.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167

X

Vestar Investors V, L.P.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167

X

VESTAR ASSOCIATES V, L.P.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167

X

VESTAR MANAGERS V LTD.
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167

X

OCONNELL DANIEL S
C/O VESTAR CAPITAL PARTNERS
245 PARK AVENUE, 41ST FLOOR
NEW YORK, NY 10167

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


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.
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