| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SELECT MEDICAL CORP [ SEM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/24/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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, par value $.01 per share | 02/24/2005 | D(1) | 97,000 | D | (1) | 62,976 | D | |||
| Common Stock, par value $.01 per share | 02/24/2005 | D(1) | 4,000 | D | (1) | 0 | I | By his minor children | ||
| Common Stock, par value $.01 per share | 02/24/2005 | D(2) | 62,976 | D | $18 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
| Non-qualified Stock Options (right to buy) | $3.26 | 02/24/2005 | D(3) | 29,186 | 01/01/2001 | 12/31/2009 | Common Stock | 29,186 | $0.00 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $3.26 | 02/24/2005 | D(3) | 9,216 | 05/22/2001 | 05/21/2010 | Common Stock | 9,216 | $0.00 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $5.21 | 02/24/2005 | D(3) | 27,648 | 10/13/2001 | 10/12/2010 | Common Stock | 27,648 | $0.00 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $4.75 | 02/24/2005 | D(3) | 20,352 | 02/26/2002 | 02/25/2011 | Common Stock | 20,352 | $0.00 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $5.88 | 02/24/2005 | D(3) | 72,000 | 04/26/2002 | 04/25/2011 | Common Stock | 72,000 | $0.00 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $7.63 | 02/24/2005 | D(3) | 320,000 | 05/13/2003 | 05/12/2012 | Common Stock | 320,000 | $0.00 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $14.53 | 02/24/2005 | D(3) | 340,000 | 08/12/2004 | 08/11/2013 | Common Stock | 340,000 | $0.00 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $14 | 02/24/2005 | D(3) | 30,000 | 08/10/2005 | 08/09/2014 | Common Stock | 30,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of in connection with the merger of the issuer with EGL Acquisition Corp., effective February 24, 2005 (the "Merger"), pursuant to the Merger Agreement dated October 17, 2004 among the issuer, EGL Holding Company and EGL Acquisition Corp., pursuant to which the shares listed above held by the reporting person were exchanged for an equity interest in EGL Holding Company. In conection with the Merger, the common stock of the issuer was valued at $18.00 per share. |
| 2. Disposed of in the Merger of the issuer with EGL Acquisition Corp., effective February 24, 2005, pursuant to the Merger Agreement dated October 17, 2004 among the issuer, EGL Holding Company and EGL Acquisition Corp., pursuant to which stockholders of the issuer were paid $18.00 per share. |
| 3. This option was cancelled in the Merger with EGL Acquisition Corp. effective February 24, 2005 in exchange for a cash payment equal to the number of shares subject to the option multiplied by the difference between the exercise price of the option and $18.00. |
| Remarks: |
| /s/ Michael E. Tarvin, attorney-in-fact for Martin F. Jackson | 02/28/2005 | |
| ** 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 Number. | ||