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* OCONNELL DANIEL S (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/20/2015	3. Issuer Name and Ticker or Trading Symbol Press Ganey Holdings, Inc. [ PGND ]
		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) 05/20/2015
			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	30,690,751(1)	I	See Footnote(2)(3)

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

1. Name and Address of Reporting Person* OCONNELL DANIEL S (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* VESTAR ASSOCIATES V, L.P. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* Vestar Capital Partners V A L P (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* Vestar Capital Partners V-B LP (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* Vestar Co-Invest V, L.P. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* Vestar Executives V LP (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* Vestar Investors V, L.P. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* VESTAR MANAGERS V LTD. (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* Vestar/PGA Investors, LLC (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (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* Vestar Capital Partners V L P (Last) (First) (Middle) C/O VESTAR CAPITAL PARTNERS 245 PARK AVENUE, 41ST FLOOR (Street) NEW YORK NY 10167 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Due to an administrative error, the reporting person's original Form 3, filed on May 20, 2015, and the amendment to Form 3, filed on May 22, 2015, reported the incorrect amount of securities beneficially owned.

2. Includes shares of common stock 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"), Vestar Investors V, L.P. ("Investors V") and Vestar/PGA Investors, LLC ("Vestar/PGA" and collectively with Vestar V, Vestar V- A, Vestar V-B, Executives V, Co-Invest V and Investors V, the "Vestar Investors").

3. Vestar V is the managing member of Vestar/PGA and has voting and investment power over the securities held or controlled by it. 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.

	/s/ Steven Della Rocca - by Power of Attorney	07/20/2015
	/s/ Steven Della Rocca - by Power of Attorney	07/20/2015
	/s/ Steven Della Rocca - by Power of Attorney	07/20/2015
	/s/ Steven Della Rocca - by Power of Attorney	07/20/2015
	/s/ Steven Della Rocca - by Power of Attorney	07/20/2015
	/s/ Steven Della Rocca - by Power of Attorney	07/20/2015
	/s/ Steven Della Rocca - by Power of Attorney	07/20/2015
	/s/ Steven Della Rocca - by Power of Attorney	07/20/2015
	/s/ Steven Della Rocca - by Power of Attorney	07/20/2015
	/s/ Steven Della Rocca - by Power of Attorney	07/20/2015
	** 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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