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 ($.01 par) 2015-12-31 4 A 0 2099 7.98 A 29506 D Common Stock ($.01 par) 140999 I Indirectly 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 Represents stock compensation granted to reporting person under the 2010 USMD Holdings, Inc. Equity Compensation Plan for his services as a director for the period from October 2015 through December 2015. 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 2016-01-06