X0306 4 2015-12-31 0 0001507881 USMD Holdings, Inc. USMD 0001556960 Cook Charles E. 8440 WALNUT HILL LANE SUITE 120 DALLAS TX 75231 1 0 0 0 Common Stock ($.01 par) 27407 D Common Stock ($.01 par) 2015-12-31 4 J 0 9438 7.00 A 140930 I Indirectly held through UANT Ventures, L.P. Common Stock ($.01 par) 2015-12-31 4 J 0 69 21.99 A 140999 I Indiectly held through UANT Ventures, L.P. 7.25% Convertible Subordinated Note due 2020 10.61 2016-04-29 Common Stock ($.01 par) 23563 23563 D Dr. Cook purchased additional partnership interests in UANT Ventures, L.P. ("Ventures"), which resulted in an increase in his indirect beneficial ownership of the shares of the issuer's common stock held by Ventures. Ventures reallocated certain of its partnership interests among its partners based upon the results of a capital call. Dr. Cook received additional partnership interests as a result of this reallocation, which resulted in an increase in his indirect beneficial ownership of the shares of the issuer's common stock held by Ventures. The noteholder has the right, at any time after April 29, 2016 but prior to the payment in full of the note by the issuer, to convert all or any portion of the unpaid principal balance of the note into shares of the issuer's common stock. This conversion right expires on November 1, 2020, the maturity date of the note, or upon the earlier payment in full of of the principal balance of the note. /s/ Charles E. Cook 2015-01-05