SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Thoma Cressey Bravo, Inc.

(Last) (First) (Middle)
9200 SEARS TOWER
233 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2009
3. Issuer Name and Ticker or Trading Symbol
SELECT MEDICAL HOLDINGS CORP [ SEM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 5,266,484(3) I By Funds named in footnote(1)
Common Stock 122,336 I By Bryan C. Cressey(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Participating Preferred Stock (4) (4) Common Stock 6,427,350(5)(6) $0(4) I By Funds named in footnote(1)
Participating Preferred Stock (4) (4) Common Stock 149,302(5) $0(4) I By Bryan C. Cressey(1)(2)
1. Name and Address of Reporting Person*
Thoma Cressey Bravo, Inc.

(Last) (First) (Middle)
9200 SEARS TOWER
233 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
THOMA CRESSEY FUND VII LP

(Last) (First) (Middle)
9200 SEARS TOWER
233 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Thoma Cressey Friends Fund VII, L.P.

(Last) (First) (Middle)
9200 SEARS TOWER
233 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
THOMA CRESSEY FUND VI L P

(Last) (First) (Middle)
9200 SEARS TOWER
233 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Thoma Cressey Friends Fund VI, L.P.

(Last) (First) (Middle)
9200 SEARS TOWER
233 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CRESSEY BRYAN C

(Last) (First) (Middle)
9200 SEARS TOWER
233 SOUTH WACKER DRIVE

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Owned by Thoma Cressey Fund VII, L.P. ("TC VII"), Thoma Cressey Friends Fund VII, L.P. ("TC Friends VII"), Thoma Cressey Fund VI, L.P. ("TC VI") and Thoma Cressey Friends Fund VI, L.P. ("TC Friends VI"). The sole general partner of TC VII and TC Friends VII is TC Partners VII, L.P. ("VII GP") and the sole general partner of TC VI and TC Friends VI is TC Partners VI, L.P. ("VI GP"). The sole general partner of both VII GP and VI GP is Thoma Cressey Bravo, Inc. ("TCBI"). The sole shareholder of TCBI is Carl D. Thoma.
2. These securities are solely directly beneficially owned by Bryan C. Cressey. Mr. Cressey, who is a director of Issuer, is also an officer and a director of TCBI, and may also be deemed to indirectly beneficially own the securities held by TC VII, TC Friends VII, TC VI and TC Friends VI. Pursuant to Instruction (5)(b)(iv) of Form 3, Mr. Cressey has elected to report as indirectly benefically owned the entire number of securities beneficially owned by each such entity, however he disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his pecuniary interest therein and/or that are not actually distributed to him.
3. Of such 5,266,484 shares, (i) 2,953,860 are directly beneficially owned by TC VII; (ii) 46,140 are directly beneficially owned by TC Friends VII; (iii) 2,244,044 are directly beneficially owned by TC VI; and (iv) 22,440 are directly beneficially owned by TC Friends VI.
4. All shares of Participating Preferred Stock will automatically convert into Common Stock upon consummation of the Issuer's initial public offering.
5. Represents the number of shares of Common Stock to be received upon the conversion of the Participating Preferred Stock into Common Stock, assuming (i) an initial public offering price of $12.00 per share of Common Stock and (ii) a closing date of the initial public offering of September 30, 2009.
6. Of such 6,427,350 shares, (i) 3,604,966 are attributable to TC VII; (ii) 56,310 are attributable to TC Friends VII; (iii) 2,738,688 are attributable to TC VI; and (iv) 27,387 are attributable to TC Friends VI.
Remarks:
/s/Bryan C. Cressey for Thoma Cressey Bravo, Inc. 09/24/2009
/s/Bryan C. Cressey for Thoma Cressey Fund VII, L.P. 09/24/2009
/s/Bryan C. Cressey for Thoma Cressey Friends Fund VII, L.P. 09/24/2009
/s/Bryan C. Cressey for Thoma Cressey Fund VI, L.P. 09/24/2009
/s/Bryan C. Cressey Thoma Cressey Friends Fund VI, L.P. 09/24/2009
/s/Bryan C. Cressey 09/24/2009
** 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 5 (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).
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