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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on May 11, 2015

Registration No. 333-203248

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Press Ganey Holdings, Inc.*
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 8742
(Primary Standard Industrial
Classification Code Number) 20-0259496
(I.R.S. Employer
Identification No.)

401 Edgewater Place
Suite 500
Wakefield, Massachusetts 01880
(781) 295-5000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Patrick T. Ryan
Chief Executive Officer
Press Ganey Holdings, Inc.
401 Edgewater Place
Suite 500
Wakefield, Massachusetts 01880
(781) 295-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Peter N. Handrinos Nathan Ajiashvili Latham & Watkins LLP John Hancock Tower 200 Clarendon Street Boston, Massachusetts 02116 (617) 948-6000	Devin J. Anderson General Counsel and Corporate Secretary Press Ganey Holdings, Inc. 401 Edgewater Place Suite 500 Wakefield, Massachusetts 01880 (781) 295-5000	Arthur D. Robinson Patrick M. Baron Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

            If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

            If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common Stock, par value $0.01 per share	10,235,000	$24.00	$245,640,000	$28,543

⁽¹⁾

Includes shares of common stock that may be purchased upon exercise of an option to purchase additional shares granted to the underwriters.

⁽²⁾

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

⁽³⁾

Of this amount, $11,620 of the registration fee has been previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

*

The registrant effected a name change from PGA Holdings, Inc. to Press Ganey Holdings, Inc. on May 8, 2015.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated May 11, 2015

PROSPECTUS

8,900,000 Shares

Press Ganey Holdings, Inc.

Common Stock

This is the initial public offering of shares of common stock of Press Ganey Holdings, Inc. We are offering 8,900,000 shares of our common stock. No public market currently exists for our common stock.

We have applied to list our common stock on the New York Stock Exchange under the symbol "PGND." Upon completion of this offering, we will be a "controlled company" as defined in the corporate governance rules of the New York Stock Exchange.

We anticipate that the initial public offering price will be between $22.00 and $24.00 per share.

As an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, we are eligible for reduced public company reporting requirements. See "Prospectus Summary—Implications of Being an Emerging Growth Company."

Investing in our common stock involves risks. See "Risk Factors" beginning on page 19.

	Per Share	Total
Price to the public	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to us	$	$

⁽¹⁾

See "Underwriting" for additional information regarding underwriting compensation.

We have granted the underwriters a 30-day option to purchase up to 1,335,000 additional shares from us at the initial public offering price, less the underwriting discount.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares on or about                           , 2015.

Barclays	Goldman, Sachs & Co.	William Blair
	Wells Fargo Securities

Raymond James Baird BMO Capital Markets Avondale Partners

Prospectus dated             , 2015

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	19
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	44
USE OF PROCEEDS	45
DIVIDEND POLICY	46
CAPITALIZATION	47
DILUTION	49
SELECTED CONSOLIDATED FINANCIAL DATA	51
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	53
BUSINESS	74
MANAGEMENT	93
EXECUTIVE AND DIRECTOR COMPENSATION	100
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	112
PRINCIPAL STOCKHOLDERS	116
DESCRIPTION OF CERTAIN INDEBTEDNESS	118
DESCRIPTION OF CAPITAL STOCK	120
SHARES ELIGIBLE FOR FUTURE SALE	125
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS	127
UNDERWRITING	131
LEGAL MATTERS	140
EXPERTS	140
WHERE YOU CAN FIND MORE INFORMATION	140
INDEX TO FINANCIAL STATEMENTS	F-1

        We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

        We have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the possession or distribution of this prospectus outside the United States.

INDUSTRY AND OTHER DATA

        We obtained the industry, statistical and market data in this prospectus from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is

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reliable, we have not independently verified industry, statistical and market data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

        We own the trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate names, logos and domain names. This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are listed without the TM, SM and ® symbols, but we will assert, to the fullest extent under applicable law, our applicable rights, if any, in these trademarks, service marks and trade names.

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PROSPECTUS SUMMARY

The following summary highlights information appearing elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully. In particular, you should read the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes relating to those statements included elsewhere in this prospectus. Some of the statements in this prospectus constitute forward-looking statements. See "Special Note Regarding Forward-Looking Statements."

        Except where the context otherwise requires or where otherwise indicated, the terms "Press Ganey," "we," "us," "our," "our company" and "our business" refer to Press Ganey Holdings, Inc. together with its consolidated subsidiaries.

Company Overview

        Press Ganey is a leading provider of patient experience measurement, performance analytics and strategic advisory solutions for healthcare organizations across the continuum of care. Our mission is to help healthcare organizations reduce patient suffering and improve clinical quality, safety and the patient experience. We provide our clients with innovative, technology-based solutions that capture the perspectives of patients, physicians, nurses and other healthcare employees, which enable our clients to benchmark, analyze and improve the patient's care experience. We support clients in achieving the "Triple Aim" of improving the patient experience, managing their population's health and controlling costs through improved patient engagement and experience of care. We believe we offer a powerful value proposition to the healthcare industry, as we help drive transformational change through greater performance transparency, better care coordination and sustainable performance improvements.

        With nearly 30 years of experience, Press Ganey is recognized as a pioneer and thought leader in the approximately $3.7 billion U.S. market for patient experience measurement and performance improvement solutions. We believe clients value our solutions because of our scientific rigor in capturing and analyzing the patient experience, as well as our ability to interpret data and create actionable insights that positively impact the clinical, safety, operational and financial performance of healthcare organizations. We combine proprietary information with advanced analytics and a flexible software delivery interface to present targeted findings and predictive insights for improving patient care and outcomes. Our solutions identify key causes of variability in performance and correlate these to best practices observed across a wide population of providers. We utilize data on a secure, client-specific basis, as well as on an aggregated, de-identified basis, to enable our clients to understand their own performance with a high degree of specificity and to benchmark their performance against other providers and industry best practices. We believe our clients view us as a trusted partner that shares their commitment to reducing patient suffering through continuous, patient-centric performance improvement.

        Our clients are represented across the continuum of care and include hospitals, medical practices and other healthcare providers. As of January 1, 2015, we served more than 22,000 healthcare facilities, including 62% of acute care hospitals in the United States, 81% of acute care hospitals in the United States with more than 100 beds and 73% of medical practices in the United States with more than 50 physicians. We have strong and long-standing relationships with distinguished healthcare providers, including 89% of major teaching hospitals in the United States, and the average duration of our relationships with our hospital clients is approximately eight years. From 2012 to 2014, our average annual revenue retention rate was approximately 94%, which we believe is indicative of strong client satisfaction with our solutions and the nature of our long-term strategic client relationships. With our continued focus on innovation and thought leadership, we believe we have a significant opportunity to

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both expand our engagements within our existing client base and to increase the total number of healthcare organizations we serve.

        Healthcare providers increasingly recognize that patient-centric strategies can improve their performance from a clinical, safety, operational, financial and branding perspective. Our clients often cite moving their organization to a "patient-centric culture" as a top priority. We believe that we are well-positioned to benefit from our clients' shift in strategic focus, which is a function of numerous trends in the healthcare industry.

        Our solutions focus on providing our clients with technology-based solutions to support the transition toward patient-centric care. Through our focus on the patient experience, we assist our clients in their effort to improve care coordination, adopt performance transparency, build and enhance their brand position and, ultimately, reduce patient suffering. In 2013, we introduced a method of technology-based data aggregation, which we refer to as Census-Based Surveying, to allow our clients to more efficiently capture the voice of every patient. This method expands on traditional data collection methods through electronic means and organizes the data within our proprietary platform. Offering convenience and flexibility to patients as well as a common data structure for analysis, this innovative approach has resulted in significantly greater data collection and more detailed, reliable insights, thereby accelerating related performance improvement cycles. In addition, more comprehensive data has enabled healthcare providers to increase transparency, offering relevant, statistically valid performance information online directly to consumers.

        Our history of delivering value to our clients underlies our strong financial performance. In 2014, we generated revenue of $281.6 million, Adjusted EBITDA of $102.6 million and net income of $15.6 million. We have demonstrated our ability to consistently invest in our business to expand our relationships and deliver innovative solutions, driven in part through targeted acquisitions and capital investments. For a reconciliation of Adjusted EBITDA to net income (loss), see "—Summary Consolidated Financial Data."

Industry Overview

        We believe the market for our solutions will increase due to projected growth in U.S. healthcare spending, a shift to value-based care and population health management, the rise of consumerism in healthcare and expanding government regulations.

Projected Growth in U.S. Healthcare Spending

        Healthcare spending represents a significant and growing portion of the U.S. gross domestic product, or GDP. According to National Health Expenditures data reported by the Centers for Medicare & Medicaid Services, or CMS, the United States spent $2.9 trillion on healthcare in 2013, accounting for nearly 18% of GDP. Healthcare spending growth is expected to continue to outpace the rest of the U.S. economy. According to CMS, the projected average annual growth of healthcare spending from 2013 through 2023 is 5.7%, which is greater than the expected average annual GDP growth over the same period. By 2023, overall U.S. healthcare spending is expected to reach $5.1 trillion. The majority of healthcare spending passes through hospitals and physician practices. Of the $2.9 trillion spent in 2013, $936.9 billion went to hospital care and $586.7 billion went to physicians and clinical services.

Shift to Value-Based Healthcare

        We believe the current fee-for-service healthcare model has contributed to the significant growth in U.S. healthcare spending. Under the current system, providers are reimbursed based on volume of services provided, and end-users are shielded from the cost of care through health insurance and government healthcare programs such as Medicaid and Medicare. In response, commercial and

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government payors, as well as healthcare providers, are shifting away from this inefficient model and towards value-based models of care delivery and reimbursement.

        The transition away from the traditional fee-for-service payment model to a value-based care delivery model is occurring across the United States. In January 2015, the U.S. government outlined a plan to transition 50% of Medicare fee-for-service payment models to alternate payment models focused on quality and value by 2018. We believe that better understanding of the patients' needs and preferences, as well as a greater focus on treating patients like consumers, will be key to a successful transition for healthcare providers.

        Finally, with the emergence of new payment models, quality measures and readmission penalties, there is an increased need for both payors and providers to successfully manage the health of their patient populations by engaging patients more actively in prevention and care management than ever before. To achieve and sustain cost reduction and encourage proper utilization, providers will also need to engage patients in shared decision making. In order to design a more patient-centric system that encourages patient engagement, providers will need to develop new frameworks in which every patient is given a voice in their care. Sustainability of these new frameworks will require operational integration and advanced analytics that will drive targeted, day-to-day improvements.

Rise of Consumerism in Healthcare

        Today, consumers are being challenged to make better-informed healthcare decisions and healthier lifestyle choices as they increasingly bear more personal financial responsibility for their healthcare costs under increasingly restricted insurance provider networks and high-deductible health plans. We believe this shift in financial responsibility has made direct consumer spending the fastest-growing segment of healthcare costs in the United States.

        As consumers shoulder more financial responsibility for their care, they also gain the benefit of having more control over their healthcare purchasing decisions. In this context, the availability and reliability of cost and quality information has become increasingly important. Historically, objective data were difficult to find, or not available, and individuals would rely on incomplete information from sources such as family, friends, insurance networks and referrals from doctors to make healthcare decisions. Today, consumers can access and obtain standardized, detailed cost, quality, and outcome metrics associated with specific providers, procedures and medications. To retain existing patients and grow market share, providers will need to collect, display and improve these metrics. In addition, more comprehensive data have enabled healthcare providers to engage in reputation management through transparency, helping them control the online dialog with scientifically rigorous, performance data. The shift to a more informed and engaged consumer is resulting in new challenges and opportunities for healthcare organizations and is driving demand for patient experience measurement and performance improvement solutions, such as ours.

Expanding Government Regulations

        Numerous government regulations have been implemented over the past several years that have increased the relevance and importance of patient experience measurement and performance improvement solutions. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively, the Affordable Care Act, is and will continue to be a catalyst for significant transformation toward more patient-centric, value-driven care across the U.S. healthcare industry.

        The Affordable Care Act expanded healthcare coverage for the uninsured and also introduced a wide variety of reforms to the Medicare payment system that encourage a movement from fee-for-service to value-based, patient-centric care. With the passage of the Affordable Care Act, most healthcare providers are required, or will be required in the future, to participate in Consumer

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Assessment of Healthcare Providers and Systems, or CAHPS, programs. CAHPS programs were developed by CMS and produced the first nationally standardized instruments for collecting and reporting patients' perspectives of care to enable comparisons within care settings such as hospitals, home health, physician practices and dialysis providers.

        Hospital participation in the hospital CAHPS, or HCAHPS, program has been mandatory for all hospitals subject to the Inpatient Prospective Payment System, or IPPS, since July 2007, and hospitals risk losing a percentage of their annual payment update, or APU, if they fail to report CAHPS data for any calendar quarter. Similar reporting mandates are in place for accountable care organizations (ACO CAHPS), medical groups (CG CAHPS) and home health (HH CAHPS), and are in the preliminary voluntary reporting phase for pediatrics (Child HCAHPS), emergency department (ED CAHPS), hospice (Hospice CAHPS), in-center hemodialysis (ICH CAHPS) and outpatient surgery (OS CAHPS).

        Beginning in 2013, under the Hospital Value-Based Purchasing program, Medicare began withholding 1% of Medicare payments to hospitals, a figure which will increase to 2% by 2017. This pool of withheld funding is then re-allocated to hospitals based on their performance relative to other hospitals on patient experience and clinical quality measures, among other metrics. Commercial payors are also implementing programs similar to regulatory value-based payment models.

        We believe these reforms represent a significant shift in the healthcare marketplace. Providers have an incentive to reduce the costs of care, focus on preventative medicine and better engage consumers.

Our Strengths

        Established position of industry leadership.    For nearly 30 years, we have partnered with healthcare organizations to improve the patient experience and drive better clinical, safety, operational and financial outcomes. As of January 1, 2015, we served more than 22,000 healthcare facilities across the continuum of care, representing 62% of acute care hospitals in the United States, 81% of acute care hospitals in the United States with more than 100 beds, 89% of major teaching hospitals in the United States and 73% of medical practices in the United States with more than 50 physicians. Through scientific and clinical rigor, we believe we have developed a reputation as an authority on patient-centric care, and we are recognized for our thought leadership and innovation. Our thought leadership efforts provide opportunities for an ongoing dialogue with healthcare providers at the executive level and with other key stakeholders in healthcare organizations.

        Comprehensive suite of integrated solutions that drives measurable value.    We offer a suite of solutions that integrates the experiences of patients, physicians, nurses and employees to pinpoint opportunities to reduce patient suffering, drive engagement and improve performance. We analyze data to identify actionable insights that promote care coordination and communication, and simultaneously improve care quality, safety and financial outcomes for our clients. Our solutions are complementary, providing additional clinical, safety, operational and financial value when used as a full suite. Our proprietary reporting methodologies enable clients to understand the full patient care experience with a high degree of specificity and to contextualize it across specialty or healthcare settings. We believe that dashboard views of our data sets, which are supported by business intelligence tools, present the information in an optimal way to assist our clients in understanding and applying the insights to effect positive change. Our advisors interpret findings, create actionable plans and evaluate progress with our clients' executives and managers to continually assess improvement goals and opportunities. A team of our professional consultants facilitates change through discrete engagements that assess current care delivery processes and design and help implement improvement plans.

        Detailed, actionable insights through advanced analytics.    The foundation of our offering is an information asset and technology platform that offers timely and secure information to our clients in an easily accessible format that is focused on driving targeted action plans to continuously improve the quality of care. Our solutions identify key causes of variability in performance and correlate these to

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best practices observed across a wide population of providers. We utilize data on a secure, client-specific basis, as well as on an aggregated, de-identified basis, to enable our clients to understand their own performance with a high degree of specificity and to benchmark their performance against other providers and industry best practices. We invest significant resources in data scientists, who identify common variables in the process of care and outcomes for our clients, and deliver these insights through an intuitive, decision-oriented framework designed to promote action and improvement. We believe our advanced analytics enable our clients to better understand their patient experience data and address current and potential future deficiencies in care.

        Large, continuously expanding information asset.    We believe our patient experience database is one of the largest and most comprehensive of its kind. With nearly 30 years in the industry and approximately 19 million patient experiences captured in 2014, we believe that our database and the insights derived through our advanced analytics, which we collectively refer to as our information asset, is difficult to replicate and offers a competitive advantage. Our continued investments in technology-based solutions, such as our Census-Based Surveying, provide our clients with the ability to significantly increase their insight into the experiences of patients, physicians, nurses and employees. We utilize multiple forms of data collection, including electronic, mail and phone, in order to expand our information asset. In 2014, we distributed over 105 million surveys, including 33 million electronically and 72 million by mail. We believe our extensive information asset deepens our understanding of the patient experience and engagement movement and enhances the statistical significance, benchmarking opportunities and value of our insights.

        Highly recurring revenue model with inherent scalability and operating leverage.    We believe we have an attractive business model due to the recurring nature of our revenue, scalability of our solutions and operating leverage. Our average annual revenue retention rate from 2012 to 2014 was approximately 94% and our average client revenue retention rate from 2012 to 2014 was approximately 97%, which we believe reflects strong client satisfaction with our solutions. Our information asset and technology platform can be utilized to support new products, and our business model has operating leverage with greater profitability on incremental revenue. Historically, we have invested a portion of our free cash flow in our product suite, which has enabled us to maintain a competitive advantage while continuing to deliver greater value.

        Experienced management team with a track record of performance.    Our senior management team has extensive experience in the healthcare industry and a deep understanding of the patient experience and performance improvement market. In addition, our senior management team has a proven track record of successful strategic acquisitions. In the past five years, we have successfully acquired and integrated eight businesses to support our growth, further enhancing our comprehensive suite of solutions and expanding our market leadership position. With our talented management team, we believe we are well-positioned for long-term growth.

Our Business Strategy

        In order to maintain and grow our leading industry position, we are pursuing the following business strategies to reduce suffering and improve care coordination:

        Empower healthcare providers to improve the patient experience.    We are a mission-driven organization that focuses on reducing suffering and improving the experiences of patients. We partner with our clients, including hospitals, medical practices and other healthcare providers across the continuum of care, to deliver insights that are tailored to each client's specific needs. We plan to continue our relationships with healthcare providers that share our mission of reducing patient suffering and improving the patient experience. Through our thought leadership initiatives, we aim to advance the industry conversation and offer exclusive previews of our insights and access to resources for our clients. Through our conferences, symposia and roundtable events, we plan to continue to

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create a forum for our clients to explore solutions to the industry's challenges and to share best practices.

        Drive value through thought leadership and product innovation.    We help our clients anticipate and respond to industry trends, such as increased consumerism, the demand for performance transparency and the shift to value-based payment models. Our thought leadership helps us identify commercial opportunities for new products that allow clients to improve care coordination and clinical, safety, operational and financial performance. We intend to continue to invest in technology and human capital in order to increase the quality, accuracy and timeliness of our offerings. In 2013 and 2014, the introduction of Census-Based Surveying and the insights provided by this advanced method of technology-based data aggregation enabled us to introduce several new products and market concepts that are being prepared for market introduction in 2015 and 2016. These concepts include:

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Compassionate Connected Care.  Our proprietary Compassionate Connected Care, or C3, technology platform leverages existing data to present improvement opportunities in patient-centric terms that resonate with clinicians in their mission to reduce suffering.

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Provider Transparency.  We expect to enable clients to manage their own market reputation by helping them control the online dialogue through the presentation of statistically valid and informative performance data.

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Epidemic of Empathy.  By defining improvement opportunities as seen through the eyes of the patient, we encourage more engaged, empathic behavior. Our expanded physician-to-physician consulting services are intended to support behavioral, operational and cultural changes within an organization.

        Expand our existing client relationships.    We believe we have a significant opportunity to expand our relationships with our existing clients by continuing to demonstrate the value of our suite of solutions in delivering improved clinical, safety, operational and financial outcomes. While we hold a 62% market share in the United States in the acute care hospital setting as of January 1, 2015, only 44% of our existing hospital clients utilized more than one of our solutions, which we believe represents a significant growth opportunity. We will continue to focus on building strategic relationships with our clients' senior executives as well as direct program managers, which we believe is a key strategy in maintaining and improving our high client and revenue retention rates. With a focus on technology-based innovation, we will seek to expand our solutions and to increase both the sophistication of our analytics and the ease of use for our clients. Through these initiatives, we plan to offer intuitive, actionable strategies to our clients to help increase their clinical, safety, operational and financial performance. We intend to increase engagement with existing clients facing expanded CAHPS regulatory requirements and to enhance our clients' understanding of the complete patient experience.

        Attract new clients and expand our patient experience database to maximize insight.    We intend to add new client relationships, thereby enhancing the depth and accuracy of our information asset and expanding our insights across the continuum of healthcare providers. With the benefit of what we believe is a strong value proposition and related brand equity, we intend to increase our client base through targeted expansion strategies focusing on hospitals, medical practices and other healthcare providers. We also plan to expand into market segments that are in the process of implementing CAHPS programs. In 2013 and 2014, we focused on expanding our market share of medical practices with more than 50 physicians. We intend to replicate this growth strategy in additional segments of healthcare organizations where we believe we can make a targeted, positive impact.

        Support advanced strategic transformation with professional services.    We offer a variety of professional services to assist and enable clients to maximize their transition to a patient-centric care model. Our data scientists support clients with targeted analytics and provide interpretation of the patient experience data, and our advisors assist in the development of detailed action plans that align

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with our clients' long-term strategies. Through our consulting team, we assist clients with the design and implementation of advanced patient-centric care strategies. We offer learning solutions that enable our clients to manage human capital development and to train their professionals for maximum improvement in clinical outcomes, safety and efficiency.

        Expand our capabilities through strategic acquisitions and partnerships.    We have a strong track record of identifying, acquiring and integrating high-quality technology and service providers that complement and enhance the value of our existing offerings. We target companies that provide a natural extension of our solutions and are culturally aligned with our mission. We will seek to acquire businesses that strengthen our capabilities, particularly where specific insights can be translated into our analytics platform to provide a more scalable solution and where technologies increase the flexibility of our data set or the ease of use for our clients. Over the past five years, we have successfully acquired and integrated eight companies, which we believe has significantly increased our value proposition to our collective client base. We may also seek strategic partnerships that allow us to pursue new opportunities with greater flexibility and lower capital at risk while also providing us with access to new technologies, services and solutions.

Risk Factors

        An investment in our common stock involves a high degree of risk. Any of the factors set forth under "Risk Factors" may limit our ability to successfully execute our business strategy or materially adversely affect our business, financial condition or results of operations. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under "Risk Factors" in deciding whether to invest in our common stock. Among these important risks are the following:

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our clients are concentrated in the healthcare industry;

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if our clients do not continue to purchase our solutions or our inability to attract new clients;

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our failure to maintain our current rate of revenue growth or effectively execute our growth strategy;

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our inability to develop new products and solutions, or enhancements to our existing products and solutions, or our inability to achieve widespread acceptance of new products or solutions;

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our inability to effectively identify, complete or integrate the operations of future acquisitions or investments;

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the highly competitive market in which we operate;

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data protection and privacy laws and regulations may restrict our current and future activities;

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our substantial debt and the significant operating and financial restrictions under our debt agreements;

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the ability of our majority stockholder to control significant corporate activities after the completion of this offering, and our majority stockholder's interests may not coincide with yours; and

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increased costs of being a public company.

Implications of Being an Emerging Growth Company

        As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. An "emerging growth company" may take advantage of reduced disclosure,

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reporting and governance requirements that are otherwise applicable to public companies. These provisions include:

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being permitted to present only two years of audited financial statements and only two years of related information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus;

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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act");

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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements;

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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

•

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any "golden parachute" payments not previously approved.

        We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of those or other reduced disclosure and reporting requirements in future filings. In particular, we have not included all of the executive compensation related information that would be required if we were not an emerging growth company. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

        In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

        We will remain an "emerging growth company" until the earliest of:

•

the last day of the fiscal year following the fifth anniversary of the date of this offering;

•

the last day of the fiscal year in which we have annual gross revenues of $1.0 billion or more;

•

the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and

•

the date on which we are deemed to be a "large accelerated filer," which will occur at such time as we (a) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed second fiscal quarter, (b) have been required to file annual and quarterly reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act") for a period of at least 12 months, and (c) have filed at least one annual report pursuant to Exchange Act.

        Accordingly, we could remain an "emerging growth company" until as late as December 31, 2020.

Distribution

        Prior to the closing of this offering, our parent company, PG Holdco, LLC, or PG Holdco, will be liquidated and its sole asset, the shares of our common stock it holds, will be distributed to its equity holders based on their relative rights under its limited liability company agreement. The equity holders of PG Holdco will receive the number of shares of our common stock in the liquidation of PG Holdco that they would have held had they held our common stock directly immediately before the

8

distribution, with no issuance of additional shares by us. Each holder of vested units of PG Holdco will receive shares of our common stock in the distribution. Each holder of unvested units of PG Holdco that are subject to time-vesting conditions will receive unvested restricted shares of our common stock in the distribution. For additional information regarding the treatment of outstanding units in PG Holdco in connection with the distribution and this offering, see "Executive and Director Compensation—Effect of the Distribution and this Offering."

        We refer to these transactions collectively as the "Distribution." Unless otherwise indicated, all information in this prospectus assumes the completion of the Distribution prior to the closing of this offering and a public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. The Distribution will not affect our operations, which we will continue to conduct through our operating subsidiaries. The primary purpose of the Distribution is to remove an unnecessary layer of our organizational structure prior to the closing of this offering.

Corporate Structure

        The following chart summarizes our corporate structure, after giving effect to the Distribution and the closing of this offering, assuming an initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. Because the relative percentage ownership of the existing stockholders will be determined by reference to the initial public offering price in this offering, a change in the assumed initial public offering price would have a corresponding impact on the relative percentage ownership of the existing stockholders presented in this prospectus after giving effect to this offering. See "Executive and Director Compensation—Effect of the Distribution and this Offering." However, a change in the assumed initial public offering price would not impact the percentage ownership of the existing stockholders as a group. This chart is provided for illustrative purposes only.

⁽¹⁾

Comprised of affiliates of Vestar. See "Principal Stockholders."

9

Equity Sponsor

        Founded in 1988, Vestar Capital Partners ("Vestar") is a leading U.S. middle market private equity firm specializing in management buyouts and growth capital investments. Vestar invests and collaborates with incumbent management teams and private owners in a creative, flexible and entrepreneurial way to build long-term enterprise value. Since the firm's founding, Vestar funds have completed more than 70 investments in companies with a total value of more than $40 billion. Vestar has experience investing across a wide variety of industries, including healthcare, consumer, diversified industries, financial services, information services and digital media.

        Vestar currently manages funds with approximately $5 billion of assets and has offices in New York, Denver and Boston. Vestar's investment in Press Ganey was funded by Vestar Capital Partners V, L.P. and its affiliates.

Our Corporate Information

        We are a Delaware corporation. On May 8, 2015, we effected a name change from PGA Holdings, Inc. to Press Ganey Holdings, Inc. Our business was originally formed in 1985. We were acquired in 2008 by affiliates of Vestar. Our principal executive office is located at 401 Edgewater Place, Suite 500, Wakefield, Massachusetts 01880, and our telephone number is (781) 295-5000. The address of our main website is www.pressganey.com. You should not consider any information on, or that can be accessed through, our website as part of this prospectus.

10

THE OFFERING

Issuer	Press Ganey Holdings, Inc.
Common stock offered by us	8,900,000 shares.
Option to purchase additional shares	We have granted the underwriters a 30-day option to purchase up to 1,335,000 additional shares of common stock from us at the initial public offering price, less the underwriting discount.
Common stock to be outstanding after this offering	52,213,200 shares (53,548,200 shares if the underwriters elect to exercise their option to purchase additional shares from us in full).
Use of proceeds	We estimate that the net proceeds from this offering will be $187.7 million, assuming an initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
	We intend to use the net proceeds from this offering (i) to repay $175.0 million in aggregate principal amount of borrowings outstanding under our Term Loan Facility (as defined herein), (ii) to pay a one-time transaction advisory fee of $8.5 million to Vestar and (iii) for general corporate purposes. See "Use of Proceeds" for more information.
Principal stockholders	Upon completion of this offering, entities affiliated with Vestar will beneficially own a controlling interest in us. We currently intend to avail ourselves of the controlled company exemption under the corporate governance standards of the New York Stock Exchange.
Dividend policy	We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. Therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, our ability to pay dividends on our common stock will be limited by restrictions on the ability of our subsidiaries and us to pay dividends or make distributions under the terms of our current and any future agreements governing our indebtedness. Any future determination to pay dividends will be at the discretion of our Board of Directors and we may reduce or discontinue entirely the payment of any dividends at any time. Our Board of Directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal and tax restrictions, and such other factors as our Board of Directors may deem relevant. See "Dividend Policy."
New York Stock Exchange symbol	We have applied to list our common stock on the New York Stock Exchange under the symbol "PGND."

11

Directed share program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 445,000 shares of the common stock offered by this prospectus for sale to persons associated with the Company. If these persons purchase these reserved shares, this will reduce the number of shares available for sale to the public. Any reserved shares that are not so purchased will be offered by the underwriters to the public on the same terms as the other shares offered by this prospectus.

Risk factors

See "Risk Factors" beginning on page 19 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our common stock.

        The number of shares of our common stock to be outstanding after this offering is based on 43,313,200 shares outstanding as of May 8, 2015, which includes 928,305 shares of unvested restricted stock that will be outstanding after giving effect to the Distribution. The number of shares of our common stock to be outstanding after this offering excludes 7,120,000 shares of our common stock reserved for future issuance under our 2015 Plan (as defined herein), including shares of common stock reserved for issuance as restricted stock that we intend to grant on the date of this prospectus to certain directors and employees, including the named executive officers, as described in "Executive Compensation—2014 Director Compensation Table" and "Executive Compensation—2014 Summary Compensation Table—Equity Compensation," with an expected aggregate value of $43,850,000 (or an aggregate of 1,906,522 shares of restricted stock, based on an assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus). For additional information regarding the treatment of outstanding units in PG Holdco in connection with this offering and the Distribution, see "Executive and Director Compensation—Effect of the Distribution and this Offering."

        Unless otherwise indicated, this prospectus reflects and assumes the following:

•

the completion of the Distribution prior to the closing of this offering;

•

the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, which will become effective upon the closing of this offering;

•

a 2,800-for-1 stock split of our common stock, which we effected on May 8, 2015 in anticipation of this offering;

•

no exercise by the underwriters of their option to purchase up to 1,335,000 additional shares of our common stock; and

•

an initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

12

SUMMARY CONSOLIDATED FINANCIAL DATA

        The following tables set forth our summary consolidated financial data as of and for the dates indicated. The summary consolidated statement of operations and cash flows data for the years ended December 31, 2014, 2013 and 2012 and the consolidated balance sheet data as of December 31, 2014 and 2013 have been derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. The summary consolidated statement of operations and cash flows data for the three months ended March 31, 2015 and 2014 and the consolidated balance sheet data as of March 31, 2015 have been derived from our unaudited condensed consolidated financial statements, which are included elsewhere in this prospectus. The unaudited condensed consolidated financial statements, in management's opinion, have been prepared on the same basis as the audited consolidated financial statements and related notes included elsewhere in this prospectus, and include all adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation of the financial information as of and for the periods presented. Interim financial results are not necessarily indicative of results that may be expected for the full fiscal year or any future reporting period.

        Our historical results are not necessarily indicative of future results. The following summary consolidated financial data are qualified in their entirety by reference to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes, included elsewhere in this prospectus, and the information under "Use of Proceeds," "Capitalization," "Selected Consolidated Financial Data," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

13

	Three Months Ended March 31,						Year Ended December 31,
	2015			2014			2014			2013			2012
	(in thousands, except share and per share data)
Statement of Operations Data:
Revenue	$	74,891		$	65,404		$	281,612		$	260,420		$	231,351
Cost of revenue		31,427			27,760			121,807			113,675			101,155
General and administrative		18,301			16,597			70,432			71,926			70,679
Depreciation and amortization		9,859			8,568			35,102			32,468			27,202
Impairment charges		—			—			—			2,579			—
Loss (gain) on disposal of property and equipment		(46	)		606			1,719			274			—
Total operating expenses		59,541			53,531			229,060			220,922			199,036
Income from operations		15,350			11,873			52,552			39,498			32,315
Other income (expense):
Interest expense, net		(4,579	)		(5,464	)		(19,832	)		(24,644	)		(32,157	)
Extinguishment of debt		—			—			(2,894	)		(7,922	)		(7,185	)
Management fee of related party		(286	)		(230	)		(1,047	)		(907	)		(968	)
Total other expense, net		(4,865	)		(5,694	)		(23,773	)		(33,473	)		(40,310	)
Income (loss) before income taxes		10,485			6,179			28,779			6,025			(7,995	)
Income tax expense (benefit)		4,511			2,883			13,196			5,926			(604	)
Net income (loss)	$	5,974		$	3,296		$	15,583		$	99		$	(7,391	)
Per Share Data:
Net income (loss) per common share:
Basic and diluted	$	0.14		$	0.08		$	0.36		$	0.00		$	(0.17	)
Weighted average of common shares outstanding:
Basic and diluted		43,313,200			43,313,200			43,313,200			43,313,200			43,313,200
Pro Forma Per Share Data(1):
Pro forma net income per common share:
Basic	$	0.13					$	0.35
Diluted	$	0.13					$	0.35
Pro forma weighted average common shares outstanding:
Basic		51,594,257						51,532,097
Diluted		51,831,566						51,802,357
Statement of Cash Flows Data:
Net cash provided by operating activities	$	11,399		$	12,455		$	54,768		$	53,911		$	44,897
Net cash used in investing activities		(2,726	)		(1,686	)		(47,591	)		(20,043	)		(43,085	)
Net cash provided by (used in) financing activities		(3,473	)		(13,854	)		(32,850	)		(9,078	)		1,362
Other Financial Data:
EBITDA(2)	$	24,923		$	20,211		$	83,713		$	63,137		$	51,364
Adjusted EBITDA(2)		27,340			23,774			102,559			88,292			79,362

14

			As of December 31,
	As of March 31, 2015
			2014			2013
	(in thousands)
Balance Sheet Data:
Cash	$	12,162	$	6,962		$	32,635
Working capital(3)		7,694		(3,244	)		21,223
Total debt (including current portion)		416,195		419,296			436,736
Total assets		910,143		898,567			890,513
Total shareholder's equity		286,221		280,644			266,207

⁽¹⁾

Pro forma per share data gives effect to (i) the issuance and sale of 8,900,000 shares of our common stock at the assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, (ii) the estimated adjustments to interest expense and amortization of debt issuance costs related to the partial repayment of our Term Loan Facility with the net proceeds from this offering, as described in "Use of Proceeds," (iii) the elimination of the annual management fee payable to Vestar as a result of the termination of the management agreement with Vestar upon the closing of this offering, (iv) the estimated adjustment to equity-based compensation expense related to the modification of the unvested Class A common units of PG Holdco from cliff-vesting awards to quarterly-vesting awards in anticipation of this offering, (v) the estimated adjustment to equity-based compensation expense due to the modification of the Class A and Class B common units of PG Holdco into unvested restricted shares of our common stock in connection with the Distribution, and (vi) the completion of the Distribution, as if each of these events occurred at the beginning of the periods presented. For additional information regarding the treatment of outstanding units in PG Holdco in connection with this offering and the Distribution, see "Executive and Director Compensation—Effect of the Distribution and this Offering."

Pro forma basic net earnings per share is computed using pro forma net income divided by the pro forma weighted-average number of common shares outstanding during the period. Pro forma diluted earnings per share is computed using the pro forma weighted-average number of common shares and the effect of potentially dilutive equity awards outstanding during the period. Potentially dilutive securities consist of unvested restricted shares of common stock.

Pro forma earnings per share data does not give effect to (i) non-recurring equity-based compensation expense of $52.8 million to be recognized in connection with the modification of certain common units of PG Holdco in connection with the Distribution and this offering, (ii) the payment of a one-time transaction advisory fee of $8.5 million to Vestar in connection with this offering and (iii) the write-off of deferred financing fees, loss on original issue discount and lender fees in an aggregate amount of $0.5 million as a result of the partial repayment of our Term Loan Facility with the net proceeds from this offering.

15

        The following is a reconciliation of our historical net income to pro forma net income for the three months ended March 31, 2015 and for the year ended December 31, 2014:

	Three Months Ended March 31, 2015			Year Ended December 31, 2014
	(Thousands of dollars, except share and per share amounts)
Net income	$	5,974		$	15,583
Pro forma adjustments:
Decrease in interest expense(a)		1,891			7,614
Elimination of management fee of related party(b)		286			1,047
Increase in equity-based compensation(c)		(896	)		(3,816	)
Impact of pro forma adjustments on income tax expense(d)		(627	)		(2,367	)
Pro forma net income	$	6,628		$	18,061
Historical weighted-average common shares outstanding		43,313,200			43,313,200
Pro forma adjustments:
Issuance of shares of our common stock in this offering		8,900,000			8,900,000
Pro forma weighted-average common shares outstanding(e):
Basic		51,594,257			51,532,097
Diluted		51,831,566			51,802,357
Pro forma net income per common share(e):
Basic	$	0.13		$	0.35
Diluted	$	0.13		$	0.35

^(a)

Reflects the adjustment to interest expense and amortization of debt issuance costs resulting from the repayment of $175.0 million of outstanding borrowings under our Term Loan Facility with the net proceeds of this offering.

^(b)

Reflects the elimination of the annual management fee payable to Vestar as a result of the termination of the management agreement with Vestar upon the closing of this offering.

^(c)

Reflects the incremental equity-based compensation expense related to the modification of the unvested Class A and Class B common units of PG Holdco in connection with this offering and the Distribution, assuming an initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

^(d)

Reflects the income tax impact of the pro forma adjustments at our statutory tax rate.

^(e)

Reflects 928,305 shares of unvested restricted stock that will be distributed to unvested Class A and Class B common unitholders of PG Holdco in connection with the Distribution.

The pro forma information presented above is illustrative only and will change depending on the actual initial public offering price and other terms of our initial public offering determined at pricing.

⁽²⁾

We define "EBITDA" as net income (loss) before interest expense, net, income taxes and depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted to add

16

back (i) items that are expected to terminate in connection with the offering, (ii) non-cash charges, (iii) non-recurring items that are not indicative of the underlying operating performance of the business and (iv) items that are solely related to changes in our capital structure, and therefore are not indicative of the underlying operating performance of the business. EBITDA and Adjusted EBITDA are presented because they are important measures used by management (i) to compare our operating performance on a consistent basis, (ii) to calculate incentive compensation for our employees, (iii) for planning purposes, including the preparation of our internal annual operating budget, (iv) to evaluate the performance and effectiveness of our operational strategies and (v) to assess compliance with various metrics associated with the agreements governing our indebtedness. We also believe these non-GAAP measures are useful to investors in assessing financial performance because these measures are similar to the metrics used by investors and other interested parties when comparing companies in our industry that have different capital structures, debt levels and/or income tax rates. EBITDA and Adjusted EBITDA facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting interest expense, net), taxation, the age and book depreciation of software (affecting relative depreciation expense), the amortization of intangibles and, in the case of Adjusted EBITDA, non-cash charges and non-recurring items that are not indicative of operating performance.

EBITDA and Adjusted EBITDA are not determined in accordance with GAAP and should not be considered in isolation or as an alternative to net income, income from operations, net cash provided by operating, investing or financing activities or other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP. Neither EBITDA nor Adjusted EBITDA should be considered as a measure of discretionary cash available to us to invest in the growth of our business. While EBITDA and Adjusted EBITDA are frequently used as measures of operating performance and the ability to meet debt service requirements, they are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation.

Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual items.

17

The following table provides a reconciliation from net income (loss) to EBITDA and Adjusted EBITDA:

	Three Months Ended March 31,					Year Ended December 31,
	2015			2014		2014		2013		2012
	(in thousands)
Net income (loss)	$	5,974		$	3,296	$	15,583	$	99	$	(7,391	)
Interest expense		4,579			5,464		19,832		24,644		32,157
Income tax expense (benefit)		4,511			2,883		13,196		5,926		(604	)
Depreciation and amortization		9,859			8,568		35,102		32,468		27,202
EBITDA	$	24,923		$	20,211	$	83,713	$	63,137	$	51,364
Equity-based compensation(a)		1,965			2,325		8,034		9,787		14,256
Extinguishment of debt(b)		—			—		2,894		7,922		7,185
Non-cash impairment charges(c)		—			—		—		2,579		—
Management fee to related party(d)		286			230		1,047		907		968
Acquisition expenses(e)		7			1		462		902		1,327
Severance(f)		—			—		1,084		625		2,797
Loss (gain) on disposal of property and equipment		(46	)		606		1,719		274		—
Other non-comparable items(g)		205			401		3,606		2,159		1,465
Adjusted EBITDA	$	27,340		$	23,774	$	102,559	$	88,292	$	79,362

^(a)

Represents costs associated with equity awards granted to attract and retain employees.

^(b)

Represents the write-off of unamortized deferred financing fees, loss on original issuance discount and lender fees in connection with debt refinancings. See "Management's Discussion and Analysis of Results of Operations and Financial Condition—Refinancings."

^(c)

Represents non-cash property and equipment and intangible impairment charges related to the discontinuation of certain clinical solutions in 2013.

^(d)

Represents annual management fees paid to Vestar under the management agreement, which will be terminated upon the closing of this offering. See "Certain Relationships and Related Party Transactions—Management Agreement."

^(e)

Represents transaction costs incurred in connection with completed and potential acquisitions. See "Management's Discussion and Analysis of Results of Operations and Financial Condition—Acquisitions."

^(f)

Represents non-recurring expense associated with executive separation agreements and targeted employee headcount reductions.

^(g)

Other non-comparable items include professional fees incurred in connection with strategic corporate planning and technology consulting projects and expenses related to client retention due to the discontinuation of certain clinical solutions and software applications. We believe these are expenses that are not comparable as they relate to individual projects and initiatives. As a result, we believe they should be excluded from Adjusted EBITDA in order to enable investors and other interested parties to more effectively assess our period-over-period and ongoing operating performance.

⁽³⁾

Calculated as current assets minus current liabilities.

18

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this prospectus, including our financial statements and the related notes and "Management's Discussion and Analysis of Results of Operations and Financial Condition," before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations and growth prospects. If any of these risks actually occurs, the market price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

Because our clients are concentrated in the healthcare industry, our revenue and operating results may be adversely affected by changes in regulations, a business downturn or consolidation in the healthcare industry.

        Substantially all of our revenue is derived from clients in the healthcare industry. As a result, our business, financial condition and results of operations are influenced by conditions affecting this industry, including changing political, economic, competitive and regulatory influences that may affect the procurement practices and operation of healthcare providers and payors. Third-party payors, including government healthcare programs and large private purchasers of healthcare services, are continuing to implement cost-containment measures and placing increasing cost pressure on providers. Healthcare providers may react to these cost pressures and other uncertainties by curtailing or deferring purchases, including purchases of our products and solutions. Moreover, there has been consolidation of companies and providers in the healthcare industry, a trend which we believe will continue to grow. Consolidation in this industry, including the potential acquisition of certain of our clients, could adversely affect aggregate client budgets for our products and solutions or could result in the termination of a client's relationship with us. When companies consolidate, overlapping services previously purchased separately are usually purchased only once by the combined company, leading to a loss of revenue by the service provider. Other services that were previously purchased by one of the companies may be curtailed or may be cancelled completely by the consolidated company. The impact of these developments on the healthcare industry is difficult to predict and could have an adverse effect on our revenue and a corresponding effect on our operating and net income.

        In addition, there have been and continue to be a number of legislative initiatives to contain healthcare costs. For example, in March 2010, the Affordable Care Act was signed into law. The Affordable Care Act makes extensive changes to the current system of healthcare insurance and benefits that includes changes in Medicare and Medicaid payment policies and other healthcare delivery reforms aimed at improving quality and decreasing costs, comparative effectiveness research, and independent payment advisory boards, among other provisions. While we believe our business has been impacted positively by certain of these changes, these provisions could negatively impact our clients and cause them to curtail or defer spending, which could result in a decreased demand for our products and solutions.

        Other legislative changes have also been proposed and adopted in the United States since the Affordable Care Act was enacted. On August 2, 2011, the Budget Control Act of 2011, among other things, created measures for spending reductions by the U.S. Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation's automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers of 2% per fiscal year, which went into effect in April 2013 and will remain in effect through 2024 unless additional U.S. Congressional action is taken. On January 2, 2013, the American Taxpayer Relief Act of 2012, was signed into law, which, among other things, further reduced Medicare payments to several providers, including many of our clients.

19

        There can be no assurances that healthcare reform will not adversely impact either our operating results or the manner in which we operate our business. We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services. Any further reductions in spending by the federal or state governments could result in additional economic pressure on our clients and lead to reduced demand for our products and solutions or create additional pricing pressure.

If our clients do not continue to purchase our products and solutions, or we are unable to attract new clients, our business and operating results could be materially and adversely affected.

        We generate substantially all of our revenue by selling our products and solutions to healthcare providers. Our operating results will depend, in part, on our ability to acquire new clients, to deliver a successful client experience and to maintain and grow our client relationships over time. If we are unsuccessful in marketing and selling our products and solutions or unable to deliver a positive client experience, our clients could terminate or fail to renew their agreements with us, which could have a material adverse effect on our business, financial condition and results of operations.

        Our ability to attract and retain clients, and to generate revenue from our products and solutions, depends on a number of factors, including:

•

the value proposition that we provide to our clients;

•

the strength of the healthcare industry;

•

the competition for our clients' spend; and

•

the strength of our brand.

        Sales and marketing activities represent a significant portion of our total operating expenses and account for a significant portion of the costs that we incur in acquiring new clients and retaining existing clients. We expect that sales and marketing expenses will continue to increase in absolute dollars as we seek to expand our client base. If we are unable to increase the total number of our clients or unable to allocate a significant part of our resources to sales and marketing activities, our revenue may not grow and our operating results could be materially and adversely affected.

        Our clients may not purchase our products and solutions or our clients may reduce their purchasing volumes if we do not demonstrate the value proposition for their investment, and we may not be able to replace existing clients with new clients. In addition, our clients may not renew their contracts with us on the same terms, or at all, because of dissatisfaction with our service. If our clients do not renew their contracts, or if we are unable to attract new clients, our business, financial position and results of operations could be materially and adversely affected.

The loss of several of our large clients or a significant reduction in business from such clients would adversely affect our operating results.

        Although no single client represented more than 2% of our total revenue in 2014 and our average annual revenue retention rate from 2012 to 2014 was approximately 94%, we may not be able to maintain our existing client base and our historical revenue retention rate in the future. As the healthcare industry continues to undergo consolidation, some of our existing clients may merge with one another or be acquired by other organizations. We cannot assure you that any such future consolidation will not cause us to lose our existing clients or result in reduced demand for our services. In the future, we may also become more dependent on one client or a group of clients and a loss of several of our large clients or a significant reduction in business from such clients, regardless of the reason, may have a negative effect on our business, financial position and results of operations. As a

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result, we cannot assure you that we will maintain our existing client base, maintain or increase the level of revenue or profits generated by our existing clients, or be able to attract new clients.

We may not maintain our current rate of revenue growth.

        We believe that our continued revenue growth will depend on, among other factors, our ability to:

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retain our existing clients;

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attract new clients;

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demonstrate to current and potential clients that our products and solutions provide a meaningful value proposition for their business;

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provide our clients with superior user experiences;

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successfully invest in growth opportunities;

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continue to develop and diversify our product offerings and solutions for our clients;

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react to changes in the healthcare industry, technology and challenges from our existing and future competitors.

        We may not be successful in our efforts to do any of the foregoing, and any failure to be successful in these matters could materially and adversely affect our revenue growth. You should not consider our past revenue growth, which was driven in part by our recent strategic acquisitions and capital investments, to be indicative of our future performance. If our growth rates were to decline significantly or become negative, it could adversely affect our financial condition and results of operations.

We may be unable to effectively execute our growth strategy which could have an adverse effect on our business and competitive position in the industry.

        Our business strategy includes increasing our market share and presence through sales to new and existing clients by enhancing engagement of our products and solutions, introducing new products and solutions and maintaining strong relationships with our existing clients. Some of the risks that we may encounter in executing our growth strategy include:

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expenses, delays and difficulties of identifying and developing new products or solutions and integrating such new products or solutions into our existing suite of solutions;

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inability to generate sufficient revenue from new products and solutions to offset investment costs;

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inability to effectively identify, manage and exploit existing market opportunities;

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inability to retain and grow our client base and increase our clients' utilization of, and spending on, our products and solutions;

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inability to recruit, train and retain skilled and experienced personnel who can demonstrate our value proposition to our clients;

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increased competition from new and existing competitors;

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lengthy sales cycles, or clients delaying purchasing decisions due to economic conditions;

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reduced spending within the healthcare industry; and

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failure of our market to grow at the expected rate or reach a certain size.

        If any of these risks are realized, our business, and our competitive position in the industry, could suffer.

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        We have recently experienced, and expect to continue to experience, significant growth, which has placed, and will continue to place, significant demands on our management and our operational and financial infrastructure. We expect that our growth strategy will require us to commit substantial financial, operational and technical resources, and we expect that our sales and marketing costs will continue to increase in the near term. As our operations grow in size, scope and complexity, we will need to scale our systems and infrastructure accordingly and may determine that we need to open additional offices and make other capital investments, which will require significant expenditures and put further pressure on our management resources. If we fail to maintain the necessary level of discipline and efficiency, or if we fail to allocate limited resources effectively within our organization as it grows, our business, financial condition and results of operations may suffer.

We may not be able to develop new products and solutions, or enhancements to our existing products and solutions, or be able to achieve widespread acceptance of new products or solutions.

        Our identification of new products, solutions and features that may be useful to our clients may not result in timely or commercially successful development of such products, solutions and features. In addition, the success of certain new products and solutions may be dependent on continued growth in our client base and we are not able to accurately predict the volume or speed with which existing and new clients will adopt such new products and solutions. Because the healthcare industry continues to change and evolve, we may be unable to accurately predict and develop new products, solutions and features to address the needs of our existing and potential clients. Our failure to release new products, solutions and/or enhancements that demonstrate to such clients that we are able to provide a meaningful value proposition for their business could result in loss of revenue, reduce our ability to meet our contractual obligations and be detrimental to our business and reputation.

        When we develop new products and solutions, we typically incur expenses and expend resources upfront to market, promote and sell the new offering. Therefore, these new products and solutions must achieve high levels of market acceptance in order to justify the amount of our investment in developing and bringing them to market. If our new products, solutions or features are not accepted or are not utilized by our existing or potential clients, we may not be able to recover the cost associated with the development of such products, solutions or features, which could have a material adverse effect on our financial and operating performance. Continued growth of our client base is dependent on our ability to provide relevant products and solutions in a timely and effective manner. The success of our business will depend on our ability to continue providing our products and solutions as well as enhancing our product offerings and solutions to effectively address the needs of healthcare providers across the continuum of care.

Technological developments could render our products and solutions obsolete or uncompetitive.

        The technologies supporting the industries we serve and our platforms for delivering our solutions to our clients are susceptible to rapid changes and in order to be competitive we must consistently develop cost effective technologies for secure and reliable data collection and analysis. We may not be able to develop new technologies, update our existing technologies or adapt to the changing technological landscape as necessary for our business, or we may not do so as quickly or cost effectively as our competition.

We may be unable to effectively identify, complete or integrate the operations of future acquisitions, joint ventures, collaborative arrangements or other growth investments.

        As part of our growth strategy, we have completed eight acquisitions over the last five years and we actively review possible acquisitions, joint ventures, collaborative arrangements or growth investments that complement or enhance our business. There can be no assurance that our growth strategy or investment plans will be successful or will produce a sufficient or any return on our

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investments. Further, we may not be able to identify, complete or integrate the operations of future acquisitions, joint ventures, collaborative arrangements or other growth investments. In addition, if we finance acquisitions, joint ventures, collaborative arrangements or other growth initiatives by issuing equity securities, our existing stockholders may be diluted, which could affect the market price of our common stock. As a result, if we fail to properly evaluate and execute acquisitions and investments, our business prospects may be seriously harmed. Some of the risks that we may encounter in implementing our acquisition, joint venture, collaborative arrangement or growth investment strategies include:

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expenses, delays or difficulties in identifying and integrating acquired companies or joint venture operations, collaborative arrangements or other growth investments into our company;

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expenses associated with entry into markets or care settings in which we have little or no prior experience;

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inability to retain personnel after future acquisitions;

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diversion of management's attention from other initiatives and/or day-to-day operations to effectively execute our growth strategy; and

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inability to generate sufficient revenue, profit and cash flow from acquisitions, joint ventures, collaborative arrangements or other growth investments to offset our investment costs.

        Any of these risks could harm our business, financial position and operating results. In addition, for legal, technical or business reasons, we may not be able to successfully assimilate and integrate the business, technologies, solutions, personnel or operations of any company we acquire as quickly or fully as we would like. The integration of any acquired company may require, among other things, coordination of administrative, sales and marketing, accounting and finance functions, harmonization of legal and privacy policies and expansion of information and management systems on account of our new operations. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized or we may be exposed to unknown liabilities.

We cannot assure you that we will be able to manage our growth effectively, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

        If we are successful in expanding our client base and growing our business, our existing operations may not be as scalable as we anticipate, and we may need to expend significant resources to enhance our information technology infrastructure, financial and accounting systems and controls, and also hire a significant number of qualified client support personnel, professional services personnel, software engineers, technical personnel, and management personnel in order to provide services to existing and new clients. As a result, our operating expenses may increase more than expected, which could adversely affect business, financial condition and results or operations. In addition, identifying and recruiting qualified personnel and training them requires significant time and expense and our business may be adversely affected if our efforts to expand and train qualified personnel do not generate a corresponding increase in revenues. If our existing operations are not as scalable as we anticipate or if we are unable to manage our growth effectively, the quality of our products and solutions and our reputation may suffer, which could adversely affect our business, financial condition, results of operations and growth prospects.

We operate in an increasingly competitive market, which could adversely affect our revenue and market share.

        Our future growth and success will depend on our ability to successfully compete with other companies that provide similar services in the same or related care settings, some of which may have financial, marketing, technical and other advantages. We also expect that competition will continue to increase as a result of consolidation in both the information technology and healthcare industries. If one or more of our competitors or potential competitors were to merge or partner with one another, it

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could adversely affect our ability to compete effectively and reduce our market share. In addition, the anticipated growth in healthcare spending, the shift to value-based payment models, the rise of consumerism and changes in government regulation may draw increasing attention to healthcare data and analytics, and new competitors, such as consultants, technology companies and start-ups may enter the market, and we may face increasing competition from these sources.

        The ability of our clients or other competitors to replicate our products and solutions could adversely affect the terms and conditions we are able to negotiate in our contracts. We are competing with other companies to be the first to deliver timely, scientific and prospective analytics that integrate operational, safety, financial and clinical data, and any company that introduces new products in any of these areas will be at a distinct competitive advantage. In addition, some of our products and solutions allow healthcare providers to outsource business processes that have been or could be performed internally. Therefore, we must ensure that our products and solutions are more efficient and economical than our client's internal operations.

        If for any reason we experience increased competition in our market, it could result in greater pricing pressure, an increase in our marketing expenditures or market share losses, which could adversely affect our business, financial condition and results of operations. There can be no assurance that we will continue to compete successfully against existing or new competitors.

If we fail to promote and maintain awareness of our brand in a cost-effective manner, our business might suffer.

        Promoting and maintaining awareness of our brand in a cost-effective manner is critical to continuing the widespread acceptance of Press Ganey as a thought leader in the industry and is an important element in attracting and retaining clients and qualified employees. The importance of brand recognition is likely to increase as competition in our market increases. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to provide reliable and useful products and solutions at competitive prices. Our efforts to build and maintain our brand nationally have involved and will continue to involve significant expense. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in promoting and maintaining our brand. In addition, third parties' use of trademarks or branding similar to ours could materially harm our business or result in litigation and other costs. If we fail to successfully promote and maintain our brand, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract enough new clients or retain our existing clients to the extent necessary to realize a sufficient return on our brand-building efforts, which could adversely affect our business and our ability to attract and retain qualified employees.

We may not be able to maintain our certification to conduct CMS mandated surveys, and this could adversely affect our business.

        A significant portion of our revenues from survey product offerings is attributable to providing survey services to assist clients in their compliance with regulations promulgated by CMS. As the largest CAHPS data submitter in the United States, we are currently designated by CMS as a certified vendor to offer CAHPS Hospital Surveys, CAHPS Home Health Care Surveys, CAHPS Surveys for Accountable Care Organizations, CAHPS In-Center Hemodialysis Surveys and CAHPS Hospice Surveys, including related data collection and submission services. If we are unable to maintain these certifications, or secure certifications for future CMS mandated surveys, we would not be able to administer these surveys on behalf of our clients. The failure to maintain our status as a certified vendor would adversely affect our business, financial condition and results of operations.

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We depend on our senior management, and we may be materially harmed if we lose any member of our senior management.

        We are dependent upon the services of our senior management team. The loss of service of any member of our senior management could materially harm our business. Although we have entered into employment agreements with certain members of our senior management, including our chief executive officer, Patrick T. Ryan, these agreements are terminable at will and, therefore, we may not be able to retain their services as expected. See "Executive and Director Compensation." Additionally, we do not maintain any "key-man" life insurance policies on the lives of our executives or any of our employees. This lack of insurance means that we may not have adequate compensation for the loss of the services of these individuals. Our future performance will depend, in part, on our ability to successfully integrate newly hired executive officers into our management team and our ability to develop an effective working relationship among senior management. The loss of key management personnel or our inability to attract and retain qualified management personnel could have a material, adverse effect our financial and operating performance. A decision by any of these individuals to leave our company, compete with us or reduce their involvement in our business, could have a material adverse effect on our business.

Our business will suffer if we fail to attract, retain and motivate highly-skilled employees.

        Our ability to successfully execute our business plan depends upon our ability to attract, retain and motivate highly-skilled employees. As we expand our business, we will need to hire additional personnel to support our information technology, product development and sales and marketing operations. We may not be able to attract or retain highly-skilled employees in the future due to the intense competition for qualified personnel within our industry. If we are not able to attract, retain and motivate necessary personnel to accomplish our business objectives, we may experience constraints that will significantly impede our development objectives and our ability to implement our business strategy. Failure to attract new personnel as needed and retain and motivate our current personnel could have a material adverse effect on our business.

Government regulation may subject us to liability or require us to change the way we do business.

        The laws and regulations that govern our business change rapidly. Evolving areas of law that are relevant to our business include privacy and security laws, encryption laws, content regulation, information security accountability regulation, sales and use tax laws and regulations and attempts to regulate activities on the Internet. In addition to being directly subject to certain requirements of the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, implementing regulations promulgated by the U.S. Department of Health and Human Services, or "HHS," including what are referred to as the "Privacy Rule" and the "Security Rule" (collectively, "HIPAA"), we are required through contracts with our clients to protect the privacy and security of certain personnel and health related information. The rapidly evolving and uncertain regulatory environment could require us to change how we do business or incur additional costs. Changes in these laws may limit our data access, use and disclosure and may require increased expenditures by us or may dictate that we not offer certain types of products or solutions. Failure to comply with applicable laws and regulations could subject us to civil and criminal penalties, subject us to contractual penalties, including termination of our client agreements, damage our reputation and have a detrimental impact on our business. The occurrence of any of the foregoing could impact our ability to provide the same level of service and solutions to our clients, force us to modify our product offerings and solutions or increase our costs, which could materially and adversely affect our business financial condition and results of operations.

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If we fail to comply with current or future laws or regulations governing the collection, dissemination, use and confidentiality of personally identifiable information, including patient health information, our business could suffer.

        The privacy and security of personally identifiable information, also known as personal data, collected, stored, maintained, received or transmitted electronically is a major issue in our industry. While we strive to comply with all applicable privacy and security laws and regulations, as well as our own posted privacy policies and industry best practices, such laws, regulations and related legal standards for privacy and security continue to evolve and any failure or perceived failure to comply with applicable laws, regulations and standards may result in threatened or actual proceedings, actions and public statements against us by government entities, private parties, consumer advocacy groups or others, or could cause us to lose clients, which could have a material adverse effect on our business, financial condition and results of operations.

        Recently, there has been an increase in public awareness of privacy issues in the wake of revelations about data security breaches suffered by well-known companies and institutions and the activities of various government agencies and lawsuits filed in response to these breaches. Concerns about our practices with regard to the collection, use, disclosure or security of personally identifiable information or other privacy-related matters, even if unfounded and even if we are in compliance with applicable laws, could damage our reputation and harm our business. In addition, we may incur significant costs in monitoring and complying with the multitude of evolving laws and regulations relating to privacy and security, the scope of which is changing and subject to differing interpretations. We cannot provide assurances with regard to how governmental regulation and other legal obligations related to privacy and security will be interpreted, enforced or applied to our operations.

        Patients enter personal data about themselves or their family members when completing our surveys, which may reveal health-related information or other personal information. Numerous federal, state and foreign laws and regulations govern collection, dissemination, use and confidentiality of personally identifiable health information, including:

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state privacy and confidentiality laws (including state laws requiring the disclosure of breaches);

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Medicaid and Medicare laws;

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HIPAA; and

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CMS standards for electronic transmission of health data.

        HIPAA, as amended by HITECH, establishes a set of national privacy and security standards for the protection of individually identifiable health information, including what is known as protected health information, by health plans, healthcare clearinghouses and healthcare providers, or "covered entities," and their "business associates," which are persons or entities that perform certain services for, or on behalf of, a covered entity that involve the use or disclosure of protected health information. We are subject to HIPAA as a business associate of covered entities. In addition to imposing privacy and security requirements, HIPAA also creates obligations for us to report any unauthorized use or disclosure of protected health information, known as a "breach," to our covered entity clients. The 2013 final HITECH rule, known as the Omnibus Final Rule, promulgated by HHS modified the breach reporting standard in a manner that made more data security incidents qualify as reportable breaches. Violations of HIPAA may result in criminal and civil penalties, including fines, and could damage our reputation and harm our business. For example, recent HIPAA breaches have resulted in HHS collecting between $35,000 and $4.3 million per breach in either voluntary payments, known as resolution amounts, or mandatory fines, known as civil money penalties. HITECH increased civil penalty amounts for violations of HIPAA, resulting in resolution amounts trending upward in recent years and possible maximum civil money penalties of $50,000 per violation of the Privacy and Security Rule. A violation can be measured by the number of individuals affected or the number of days per

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calendar year a covered entity or business associate is not in compliance, with each individual affected by a violation or each day not in compliance counting as a single violation. The penalty for identical violations during a calendar year may not exceed $1.5 million, but because each violation of each section of the Privacy or Security Rule is considered unique under the law, total penalties have in the past exceeded and in the future could exceed many multiples of $1.5 million. HITECH also significantly strengthened enforcement by requiring HHS to conduct periodic audits to confirm compliance and authorizing state attorneys general to bring civil actions seeking either injunctions or damages in response to violations of the HIPAA Privacy Rule and Security Rule that threaten the privacy of state residents.

        Among other things, HITECH makes certain portions of the HIPAA Privacy Rule and Security Rule directly applicable to "business associates." Under HIPAA and our contractual agreements with our clients, we are considered a "business associate" to our clients and thus are directly subject to HIPAA. To provide our covered entity clients with services that involve the use or disclosure of protected health information, HIPAA requires us to enter into business associate agreements with our clients. Those agreements must, among other things, require us to:

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limit how we will use and disclose the protected health information;

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implement reasonable administrative, physical and technical safeguards to protect information from misuse;

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enter into similar agreements with our agents and subcontractors that have access to the information;

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report security incidents, breaches and other inappropriate uses or disclosures of the information; and

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assist the client in question with certain of its duties under the HIPAA Privacy Rule and Security Rule.

        If we are unable to properly protect the privacy and security of health information entrusted to us, our solutions may be perceived as not secure, we may incur significant liabilities and clients may curtail their use of or stop using our solutions. In addition, if we fail to comply with the terms of our business associate agreements with our clients, we are liable not only contractually, but also directly under HIPAA. We cannot assure you that we will comply with all of the provisions of HIPAA that are applicable to our business, or that we will be able to address all of the risks that HIPAA creates for our clients. In addition, we are unable to predict how these standards might change or be enforced in the future or how those changes, or other changes in applicable laws and regulations, could affect our business and our clients' businesses.

        In addition, a state's Attorney General can bring civil or criminal actions against a person subject to HIPAA on behalf of residents adversely affected by violations of HIPAA. A state's Attorney General can either seek to enjoin further violations or obtain monetary damages on behalf of the residents harmed. HHS is also beginning to perform audits of covered entities and business associates to ensure that policies required under HIPAA are in place. Additionally, several state civil lawsuits have found companies liable for negligence, recklessness, or other civil torts where the court has found that the company failed to comply with HIPAA. If we fail to comply with any or all of our obligations under HIPAA, we may face civil or criminal liability. Finally, individuals harmed by violations will be able to recover a percentage of monetary penalties or a monetary settlement based upon methods established by HHS. In addition, future laws or changes to current laws may necessitate costly adaptations to our operating systems and the conduct of our business generally. As part of our operations, we have access to, collect, process, transfer or maintain information covered under HIPAA. Although we seek to protect such data by implementing reasonable and appropriate security measures, we may not be successful in doing so, which could expose us to liability under HIPAA. Such liability could result in fines or other sanctions and/or negative publicity, which could have an adverse effect on our reputation, operating results and business.

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Data security and integrity are critically important to our business, and actual or attempted breaches of security, unauthorized disclosure of information, denial of service attacks or the perception that personal and/or other sensitive or confidential information in our possession is not secure, could result in a material loss of business, substantial legal liability or significant harm to our reputation.

        We receive, collect, process, use and store a large amount of information from our survey respondents and clients and our own employees, including personally identifiable, protected health and other sensitive and confidential information. This data is often accessed by us and our clients through transmissions over public and private networks, including the Internet. The secure transmission of such information over the Internet and other mechanisms is essential to maintain confidence in our IT systems. We have implemented security measures, technical controls and contractual precautions designed to identify, detect and prevent unauthorized access, alteration, use or disclosure of our and our clients' and employees' data. However, there is no guarantee that these measures can provide absolute security. Beyond external criminal activity, systems that access or control access to our services and databases may be compromised as a result of human error, fraud or malice on the part of employees or third parties, or may result from accidental technological failure. Because the techniques used to obtain unauthorized access, disable service or sabotage systems change frequently, may originate from less regulated and remote areas around the world and generally are not recognized until launched against us, we may be unable to proactively address these techniques or to implement adequate preventative measures.

        If someone is able to circumvent or breach our security systems, they could steal any information located therein or cause interruptions to our operations. Security breaches or attempts thereof could also damage our reputation and expose us to a risk of monetary loss and/or litigation, fines and sanctions. We also face risks associated with security breaches affecting third parties that conduct business with us or our clients and others who interact with our data. While we maintain insurance that covers certain security and privacy breaches, we may not carry appropriate insurance or maintain sufficient coverage to compensate for all potential liability.

        We are subject to diverse laws and regulations mandating that affected individuals are notified if their information is accessed or acquired by unauthorized persons. Complying with these numerous and complex regulations in the event of a security breach would be expensive and difficult, and failure to comply with these regulations could result in regulatory scrutiny, fines and civil liability. In addition, any security breach or attempt thereof could result in liability for stolen assets or information, additional costs associated with repairing any system damage, incentives offered to clients or other business partners to maintain business relationships after a breach, and implementation of measures to prevent future breaches, including organizational changes, deployment of additional personnel and protection technologies, employee training and engagement of third-party experts and consultants.

        We cannot assure you that any of our third-party service providers with access to our or our clients and/or employees' personally identifiable and other sensitive or confidential information will maintain appropriate policies and practices regarding data privacy and security in compliance with all applicable laws or that they will not experience data security breaches or attempts thereof, which could have a corresponding effect on our business. For example, we outsource certain aspects of the storage and transmission of survey data and client information to third parties. While we attempt to address the associated risks by requiring all such third-party providers with data access to sign agreements, including business associate agreements, if necessary, obligating them to take security measures to protect such data, we cannot assure you that these contractual measures and our own privacy and security-related safeguards will protect us from the risks associated with the third-party storage and transmission of such information.

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We face several risks relating to our ability to collect and use the data on which our business relies.

        Our ability to provide timely and accurate patient experience measurements and improvement solutions to our clients depends on our ability to collect large quantities of high-quality data through surveys. We believe that we currently have the rights necessary to collect and use the data that we incorporate into our products and solutions. In the future, data providers could seek to withdraw their data from us, legislation could be passed restricting the use of this data or we could be otherwise restricted in collecting and using the data that are incorporated into our products and solutions. In addition, if receptivity to our survey methods by respondents declines, or, for some other reason, their willingness to complete and return surveys declines, or if we cannot rely on the integrity of the data we receive, our revenue could be adversely affected with a corresponding effect on our business, financial condition and results of operations.

Our business and operating results could be adversely affected if we experience business interruptions, errors or failure in connection with our or third-party information technology and communication systems and other software and hardware products used in connection with our business.

        Our ability to provide timely and accurate patient experience measurements and improvement solutions to our clients depends on the efficient and uninterrupted operation of our information technology and communication systems and other software and hardware used in connection with our business and those of our external service providers (whose products and services are not within our control, making it more difficult for us to correct any defects). Despite any precautions we may take, our systems, software and hardware and those of our external service providers could be exposed to damage or interruption from circumstances beyond our or their control, such as fire, natural disasters, systems failures, power outages, cyber-attacks, terrorism, energy loss, telecommunications failure, security breaches and attempts thereof and computer viruses. An operational error, delay, failure or outage in our information technology and communication systems, software and hardware or those of our external service providers could result in loss of clients, damage to client relationships, reduced revenue and profits, refunds of client charges and damage to our reputation, and may result in additional expense to repair or replace damaged equipment and remedy data loss or corruption resulting from the interruption. Although we have taken steps to prevent system failures and have back-up systems and procedures to prevent or reduce disruptions, such steps may not prevent an interruption of services and our disaster recovery planning may not be adequate or account for all contingencies. Additionally, our insurance may not adequately compensate us for all losses or failures that may occur. The occurrence of any one of the above events could have a material adverse effect on our business, financial condition, results of operations and reputation.

We may be liable to our clients and may lose clients if we are unable to collect and maintain client data or if we lose client data.

        We collect and manage a large amount of data for our clients and other third parties. Increasingly, we are relying on technology to help us organize, sort and analyze this data. Any material hardware failures or errors in our programs or systems could result in data loss or data corruption or cause the information that we collect to be incomplete or incorrect. Furthermore, our ability to collect and report data may be interrupted or limited by a number of factors, including network failures, software errors or problems with third-party suppliers. In addition, computer viruses may harm our systems, causing us to lose data, and the transmission of computer viruses from our systems to our clients' or other third parties' systems could expose us to litigation and related liabilities and costs. If we supply inaccurate information or experience interruptions in our ability to capture, store, supply, utilize, and report information, our reputation could be harmed and we could lose existing clients and experience difficulties in attracting new clients.

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Protection of our intellectual property may be difficult and costly, and our inability to protect our intellectual property could reduce the value of our products and solutions.

        We strive to protect our intellectual property rights, including trade secrets, by relying on United States and worldwide federal, state and common law rights, as well as contractual restrictions with our employees, contractors, clients, vendors and other third parties. However, effective intellectual property protection is expensive to obtain, develop and maintain, both in terms of initial and ongoing registration or prosecution requirements and expenses and the costs of defending our rights. We may not be able to successfully secure the intellectual property registrations that we apply for worldwide. Similarly, our existing intellectual property rights and related registrations may be challenged in the future and could be opposed, invalidated, canceled or narrowed by a third party. In the future, litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the patents, intellectual property or other proprietary rights of third parties, which could be time consuming and costly and have an adverse effect on our business and financial condition.

        Despite our efforts to protect our intellectual property rights, our business could be harmed if unauthorized parties infringe upon or misappropriate our intellectual property, proprietary systems, content, platform, services or other information. Additionally, our existing confidentiality and/or invention assignment agreements with employees, contractors and others who participate in development activities could be breached, or we may not enter into sufficient and adequate agreements with such individuals in the first instance, in either case potentially resulting in the unauthorized use or disclosure of our trade secrets and other intellectual property rights. Individuals not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property. Our trade secrets and other intellectual property could also be independently developed by competitors without liability to us. Additionally, our competitors may develop similar intellectual property, duplicate our products and/or solutions or design around any patents or other intellectual property rights we hold. We may not have adequate remedies for such breaches, uses or disclosures, or protections against such competitor developments, all of which may adversely affect our business.

        In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States, and effective intellectual property protection and mechanisms for the enforcement of same may not be available in those jurisdictions. We may need to expend additional resources to defend our intellectual property in these countries, and the inability to defend the same could impair our brand or adversely affect the growth of our business internationally.

We may be liable for infringing the intellectual property rights of others.

        We cannot assure you that we are not infringing or violating, and have not infringed or violated, any third-party intellectual property rights, or that we will not be accused of doing so in the future. Intellectual property infringement claims could be made against us, especially as the number of our competitors grows. These claims, even if not meritorious, could be expensive, time-consuming, cause product release delays and divert our attention from operating our company and result in a temporary or permanent inability to use the intellectual property subject to such claim. In addition, if we and/or our affiliates and clients become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial damage award and develop comparable non-infringing intellectual property, to obtain a license or to cease providing the products or solutions that contain the infringing intellectual property. We may be unable to develop non-infringing intellectual property or obtain a license on commercially reasonable terms, if at all.

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Our overall business, financial condition or operating results may be materially and adversely impacted by an economic downturn.

        Our business could be significantly affected by general economic conditions. The U.S. and global economies have recovered from a significant prolonged downturn but prospects for sustained economic recovery remain uncertain. Certain economic metrics have not recovered to pre-2008 levels when the U.S. economy was significantly weakened by a financial crisis. Additionally, in October 2013, the U.S. federal government shutdown caused uncertainty in the federal government's ability to meet its debt payments. A future U.S. government shutdown may occur and any resulting failure of the United States to meet its debt obligations, or the perceived risk of such a failure, could have a material adverse effect on the financial markets and economic conditions in the United States and throughout the world. To the extent that economic conditions remain uncertain, our business, financial condition and operating results could be significantly and adversely affected. For example, clients may delay or decrease spending with us or may not pay us.

We may experience errors in our software products that administer and report on hospital performance and inaccuracies in the solutions that we deliver to our clients. Any such errors or inaccuracies could result in action taken against us that could have an adverse effect on our reputation and business and expose us to liability.

        Certain survey data collected and reported by us is used by CMS to determine, in part, the amount of reimbursement paid to hospitals, and any errors in data collection, survey sampling, or statistical reporting could result in reduced reimbursement to our hospital clients if we are unable to correct these errors, and this could, in turn, result in litigation against us. For example, hospitals subject to the Medicare IPPS annual payment update provisions must collect and submit HCAHPS data in order to receive their full IPPS annual payment. IPPS hospitals that fail to publicly report required quality measures, which include the HCAHPS data, may have their annual payment reduced by 2.0%. In addition, CMS publicly publishes the reported survey data and any errors could result in incorrect scoring of our hospital client, which may damage the hospital's reputation and lead to litigation against us. We may be required to indemnify against such claims, and defending against any such claims could be costly, time consuming and could negatively affect our business.

        In addition, many of the solutions that we deliver to our clients are analytically and technologically complex. Errors or inaccuracies in these solutions could materially adversely impact the ability of our clients to improve the patient experience and their operational and financial performance. In the event of errors or inaccuracies, our clients may seek compensation from us or may seek to terminate their agreements with us, withhold payments due to us, seek refunds from us of part or all of the fees charged under our agreements or initiate litigation or other dispute resolution procedures.

Failure to offer high-quality technical support services may materially and adversely affect our relationships with our clients and harm our financial results.

        Our clients depend on our support services to resolve any technical issues relating to our solutions. In addition, our sales are highly dependent on the quality of our products and solutions, our business reputation and strong recommendations from our existing clients. Failure to maintain high-quality and highly responsive technical support, or a market perception that we do not maintain high-quality and highly responsive support, could harm our reputation, adversely affect our ability to sell our offerings to existing and prospective clients and harm our business, operating results and financial condition.

        We offer technical support services with our products and solutions and may be unable to respond quickly enough to accommodate short-term increases in client demand for support services. It is difficult to predict client demand for technical support services and if client demand increases significantly, we may be unable to provide satisfactory support services to our clients and their

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employees. Additionally, increased client demand for these services, without corresponding increases in revenue, could increase our expenses and materially and adversely affect our operating results.

If our clients who operate as not-for-profit entities lose their tax-exempt status, those clients would suffer significant adverse tax consequences which, in turn, could adversely affect their ability to purchase products or solutions from us.

        State tax authorities have challenged the tax-exempt status of hospitals and other healthcare facilities claiming such status on the basis that they are operating as charitable and/or religious organizations. The outcome of these cases has been mixed with some facilities retaining their tax-exempt status and others being denied the ability to continue operating as not-for-profit, tax-exempt entities under state law. In addition, many states have removed sales tax exemptions previously available to not-for-profit entities, and both the Internal Revenue Service and the U.S. Congress are investigating the practices of not-for-profit hospitals. Those facilities denied tax exemptions could be subject to the imposition of tax penalties and assessments which could have a material adverse impact on their cash flow, financial strength, and, in some cases, continuing viability. If the tax-exempt status of any of our clients is revoked or compromised by new legislation or interpretation of existing legislation, that client's financial health could be adversely affected, which could negatively affect our sales to those clients.

Near-term declines in revenues from new or renewed contracts with existing clients may not be reflected immediately in our operating results and may be difficult to discern.

        Maintaining our high revenue retention rate depends on us renewing contracts with our clients, while the amount of recurring revenues from new or renewed contracts with existing clients depends on their expected spending on our products and solutions compared to their spending during previous periods. A decline in new or renewed contracts and revenues from such contracts in any one quarter may not be fully reflected in our revenue retention rate for that period or our revenue for that period. Such declines, however, could negatively affect our revenue in future periods and the effect of significant downturns in sales of, and market demand for, our products and solutions, and potential changes in our rate of renewals or renewal terms, may not be fully reflected in our results of operations until future periods. Our sales model also makes it difficult for us to rapidly increase our total revenue through additional sales in any period, as revenue from new clients must be recognized ratably over the applicable term of the contracts, which are typically 12 months. Accordingly, the effect of changes in the industry that impact our business or changes we experience in our new sales may not be reflected in our short-term results of operations.

We have significant goodwill and identifiable intangible assets recorded on our balance sheet that may be subject to impairment losses that would materially reduce our reported assets and earnings.

        As of March 31, 2015, our balance sheet included goodwill of $402.9 million and identifiable intangible assets of $371.3 million, which represented 44.3% and 40.8% of our total assets as of such date, respectively. We are required to annually test goodwill and identifiable intangible assets for impairment. Additionally, impairment of such assets must be tested whenever events or changes in circumstances indicate that impairment may have occurred, and we cannot predict accurately the timing of any impairment of assets. If the testing performed indicates that impairment has occurred, we are required to record a non-cash impairment charge for the difference between the carrying value of the asset and the implied fair value of the asset in the period the determination is made. There are inherent uncertainties in the estimates, judgments and assumptions used in assessing differences between the carrying values of goodwill and intangible assets and their implied fair value. Economic, legal, regulatory, competitive, reputational, contractual, and other factors could result in future declines in the operating results of our business or market value declines that do not support the carrying value

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of goodwill and identifiable intangible assets. For example, a significant decline in the demand for one of our product offerings could impact the fair value of the related intangible asset, which in turn could result in an impairment. Any impairment in the value of our goodwill and/or intangible assets would result in a reduction in our reported assets and earnings for the period in which an impairment is recognized, and any such reduction could be material.

If we are required to collect and pay back taxes on our product offerings and solutions, or if any such taxes are imposed, we may incur unplanned expenses and experience a decrease in our future sales.

        We may become subject to sales and use taxes and related interest and penalties for past sales in states where we believe no compliance is necessary. If we are required to collect and pay back taxes and the associated interest and penalties, and if our clients fail or refuse to reimburse us for all or a portion of these amounts, we will incur unplanned expenses that may be substantial. Moreover, the imposition of any such taxes on our product offerings and solutions will effectively increase the cost of such offerings and solutions to our clients and may adversely affect our ability to retain existing clients or to gain new clients in the states in which such taxes are imposed.

Risks Related to Our Indebtedness

The agreements governing our Senior Secured Credit Facilities impose significant operating and financial restrictions on our company and our subsidiaries, which may prevent us from capitalizing on business opportunities, and we have pledged substantially all of our assets to secure indebtedness under our Senior Secured Credit Facilities.

        Our Senior Secured Credit Facilities (as defined herein) impose significant operating and financial restrictions on us and our subsidiaries. These restrictions limit our and our subsidiaries' ability, among other things, to:

•

incur additional indebtedness or guarantee indebtedness;

•

pay certain dividends or make certain distributions on our capital stock or repurchase our capital stock;

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make certain investments or other restricted payments;

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place restrictions on the ability of subsidiaries to pay dividends or make other payments to Press Ganey;

•

engage in transactions with equity holders or other affiliates;

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sell assets;

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consolidate or merge with or into other companies or sell all or substantially all of our assets;

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alter the business we conduct; and

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create liens.

        In addition, the restrictive covenants in our Senior Secured Credit Facilities require us to maintain specified financial ratios. See "Management's Discussion of Financial Condition and Results of Operations—Liquidity and Capital Resources—Senior Secured Credit Facilities." Our ability to comply with those financial ratios may be affected by events beyond our control, and we may be unable to comply with them.

        As a result of these covenants and restrictions, we will be limited in how we conduct our business and we may be unable to raise additional debt or other financing to compete effectively or take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We may not be able to maintain compliance with these covenants in the future and, if we fail to do so, we may not be able to obtain waivers from the lenders and/or amend the covenants.

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        As of March 31, 2015, the total outstanding amount under our Term Loan Facility was $407.4 million (exclusive of the original issue discount), no borrowings were outstanding under our Revolving Credit Facility and we had $29.9 million of availability under our Revolving Credit Facility (after giving effect to a $0.1 million letter of credit outstanding under our Revolving Credit Facility). We expect our future borrowings under our existing or a future revolving credit facility to fluctuate based on our working capital needs. Obligations under our Senior Secured Credit Facilities are, and obligations under any future credit facility may be, guaranteed by our subsidiaries and secured by substantially all of our and our subsidiaries' assets.

        If we cannot make scheduled payments under our Senior Secured Credit Facilities or other indebtedness, we will be in default and the lenders under our Senior Secured Credit Facilities and the lenders or holders of other indebtedness could declare all outstanding principal and interest to be due and payable, the lenders under our Revolving Credit Facility could terminate their commitments to loan money, lenders under our Senior Secured Credit Facilities and other secured lenders could foreclose against the assets securing their claims and we could be forced into bankruptcy or liquidation. All of these events could result in the loss of your investment in our common stock.

Servicing our indebtedness will require a significant amount of cash. Our ability to generate sufficient cash depends on many factors, some of which are not within our control.

        Our ability to make payments on our indebtedness will depend on our ability to generate cash in the future. To a certain extent, this is subject to general economic, financial, competitive, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flow to service our debt and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity capital. We may not be able to effect any of these actions on a timely basis, on commercially reasonable terms or at all, and these actions may not be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt arrangements may restrict us from effecting any of these alternatives.

We and our subsidiaries will be able to incur substantial debt.

        We will be able to incur substantial additional indebtedness in the future. Although the terms of our Senior Secured Credit Facilities restrict our ability to incur additional debt, they do not prohibit us from incurring additional indebtedness. These restrictions also do not prevent us from incurring obligations, such as trade payables and similar obligations, that do not constitute indebtedness as defined under our Senior Secured Credit Facilities. To the extent new debt is added to our current debt levels, the substantial leverage risks described in the preceding two risk factors would increase.

Risks Related to Our Common Stock and this Offering

Following the completion of this offering, we will be classified as a "controlled company" and, as a result, we will qualify for, and intend to rely on, certain exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

        Upon completion of this offering, Vestar will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the New York Stock Exchange ("NYSE"). Under the rules of the NYSE, a company of which more than 50% of the outstanding voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain stock exchange corporate governance requirements, including:

•

the requirement that a majority of the Board of Directors consists of independent directors;

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•

the requirement that nominating and corporate governance matters be decided solely by a committee comprised of independent directors; and

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the requirement that employee and officer compensation matters be decided solely by a committee comprised of independent directors.

        Following the completion of this offering, we intend to utilize these exemptions for so long as we qualify as an "emerging growth company." As a result, we may not have a majority of independent directors and our nominating and corporate governance and compensation functions may not be decided solely by independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Our majority stockholder will have the ability to control significant corporate activities after the completion of this offering and our majority stockholder's interests may not coincide with yours.

        After the consummation of this offering, Vestar will own approximately 59.5% of our common stock, assuming the underwriters do not exercise their option to purchase additional shares and assuming an initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. If the underwriters exercise in full their option to purchase additional shares, Vestar will own approximately 58.0% of our common stock (assuming an initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus). So long as Vestar continues to hold a majority of our outstanding shares, Vestar will have the ability to control the outcome of matters submitted to a vote of stockholders and, through our Board of Directors, the ability to control decision-making with respect to our business direction and policies. Matters over which Vestar will, directly or indirectly, exercise control following this offering include:

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the election of our Board of Directors and the appointment and removal of our officers;

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mergers and other business combination transactions, including proposed transactions that would result in our stockholders receiving a premium price for their shares;

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other material acquisitions or dispositions of businesses or assets;

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the incurrence of indebtedness and the issuance of equity securities;

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the repurchase of stock and payment of dividends; and

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the issuance of shares to management under our equity incentive plans.

        As a result of Vestar's control, we may take actions that our other stockholders do not view as beneficial, which may adversely affect our results of operations and financial condition and cause the value of your investment in our common stock to decline. In addition, Vestar is in the business of making investments in companies and may, from time to time, acquire interests in businesses that directly or indirectly compete with our business, as well as businesses that are significant existing or potential clients. Vestar or any of its portfolio companies may acquire or seek to acquire assets that we seek to acquire and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue.

        Even if Vestar's ownership of our shares falls below a majority, Vestar may continue to be able to influence or effectively control our decisions. Under our amended and restated certificate of incorporation, Vestar and its affiliates will not have any obligation to present to us, and Vestar may separately pursue, corporate opportunities of which they become aware, even if those opportunities are ones that we would have pursued if granted the opportunity. See "Description of Capital Stock—Corporate Opportunity."

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Certain of our directors are under no obligation to present us with business opportunities, which may prevent us from pursuing potentially profitable transactions.

        Certain of our directors are affiliated with Vestar. Pursuant to our amended and restated certificate of incorporation, no such person will be liable to us for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person, acting in good faith, pursues or acquires any business opportunity presented to Vestar or any of its officers, directors, managers, principals, members, partners, affiliates and employees, directs any such business opportunity to another person or fails to present any such business opportunity, or information regarding any such business opportunity, to us unless any such business opportunity is expressly offered to such director or officer solely in his or her capacity as our director or officer. This may impact our ability to pursue certain transactions on a timely basis or at all and could have a material adverse effect on our business, financial condition and results of operations. See "Description of Capital Stock—Corporate Opportunity."

If you purchase shares of common stock in this offering, you will suffer immediate dilution of your investment.

        The initial public offering price of our common stock will be substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. To the extent shares subsequently are issued under outstanding options, you will incur further dilution. Based on an assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, you will experience immediate dilution of $29.42 per share, representing the difference between our pro forma as adjusted net tangible book value per share, after giving effect to this offering, and the assumed initial public offering price. In addition, based on an assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover of this prospectus, purchasers of common stock in this offering will have contributed approximately 41.2% of the aggregate price paid by all purchasers of our stock, but will own only approximately 17.0% of our common stock outstanding after this offering. See "Dilution."

An active trading market for our common stock may not develop.

        Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock will be determined through negotiations with the underwriters. Although we have applied to have our common stock approved for listing on the NYSE, an active trading market for our shares may never develop or be sustained following this offering. If an active market for our common stock does not develop or is not sustained, it may be difficult for you to sell shares you purchase in this offering at an attractive price or at all.

The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock in this offering.

        Our stock price is likely to be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above the initial public offering price or at all. The market price for our common stock may be influenced by many factors, including:

•

actual or anticipated fluctuations in our financial condition and operating results or variations in the financial results of companies that are perceived to be similar to us;

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actual or anticipated changes in our growth rate relative to our competitors;

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•

competition from existing products or new products that may emerge;

•

development of new technologies that may address our markets and may make our technology less attractive;

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announcements by us, our partners or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;

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the recruitment or departure of key personnel;

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failure to meet or exceed financial estimates and projections of securities analysts or the investment community or that we provide to the public;

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changes in laws and regulations that affect the healthcare industry;

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general economic, industry and market conditions; and

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the other factors described in this "Risk Factors" section.

We have broad discretion in the use of a portion of the net proceeds from this offering and may not use them effectively.

        Our management will have broad discretion in the application of a portion of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business, financial condition and results of operations and cause the price of our common stock to decline. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

A significant portion of our total outstanding shares are eligible to be sold into the market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is doing well.

        Sales of a substantial number of shares of our common stock in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After this offering, we will have 52,213,200 shares of common stock outstanding. This includes the shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates or existing stockholders. The remaining shares will initially be restricted as a result of securities laws or lock-up agreements but such shares will become eligible to be sold at various times after this offering. Moreover, after this offering, funds affiliated with Vestar will have rights, subject to specified conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register all shares of common stock that we may issue under our equity compensation plan. Once we register these shares, they can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements described in the "Underwriting" section of this prospectus. Barclays Capital Inc. and Goldman, Sachs & Co., in their discretion, may waive or release any of these shares from the restrictions of the lock-up agreements at any time.

We are an "emerging growth company," and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

        We are an "emerging growth company," as defined in the JOBS Act and may remain an emerging growth company until as late as December 31, 2020. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure, reporting and

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governance requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

•

being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure in this prospectus;

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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

•

not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements;

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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any "golden parachute" payments not previously approved.

        We have taken advantage of certain of the reduced disclosure obligations in this prospectus. In particular, in this prospectus, we have not included all of the executive compensation related information that would be required if we were not an emerging growth company. We may elect to take advantage of those or other reduced disclosure and reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests, and we cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be reduced or more volatile.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

        As a public company, and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified members of our Board of Directors.

        We are evaluating these rules and regulations, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

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Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act.

        As a privately held company, we have not been required to maintain internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404 of the Sarbanes-Oxley Act. We anticipate being required to meet these standards in the course of preparing our consolidated financial statements as of and for the year ended December 31, 2016, and our management will be required to report on the effectiveness of our internal control over financial reporting for such year. However, while we remain an emerging growth company, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

        To achieve compliance with Section 404 of the Sarbanes-Oxley Act within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both time-consuming, costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404 of the Sarbanes-Oxley Act. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

        In connection with the preparation for this initial public offering of our common stock, we reassessed our critical accounting policies to ensure compliance with generally accepted accounting principles in the United States of America ("GAAP") and the Securities and Exchange Commission ("SEC") disclosure requirements. As part of this reassessment, we noted that our interpretation of the accounting rules related to equity-based compensation for PG Holdco's equity plan adopted in 2008 did not properly consider a certain provision within the plan that allowed PG Holdco to call the equity instruments upon an employee's departure. This provision resulted in the need for us to change our historic accounting for these instruments from equity awards to liability awards. This change is properly reflected within our consolidated financial statements included in this prospectus. As a result, we and our independent registered public accounting firm concluded that a lack of adequate controls surrounding our historic accounting for our equity awards constituted a material weakness in our internal control over financial reporting, as defined in the standards established by the U.S. Public Accounting Oversight Board ("PCAOB"). The PCAOB defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected in a timely basis. We and our independent registered public accounting firm believe we have remediated this material weakness by enhancing our financial reporting team's technical accounting knowledge associated with the accounting rules for equity-based compensation awards. However, we cannot be certain that these efforts will be sufficient to prevent future material weaknesses or significant deficiencies from occurring.

        In addition, we may encounter problems or delays in implementing any changes necessary to make a favorable assessment of our internal control over financial reporting. Further, once we are no longer an emerging growth company, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation in connection with the attestation provided by our independent registered public accounting firm. If we cannot favorably assess the

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effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, investors could lose confidence in our financial information and the trading price of our common stock could decline.

        In connection with our future evaluation of our internal controls over financial reporting, we may need to upgrade our systems or create new systems, implement additional financial and management controls, update our reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, financial condition and results of operations and the trading price of our common stock.

If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock or unfavorable commentary about our industry or markets, our stock price and trading volume could decline.

        The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no or only a few securities or industry analysts commence coverage of us, the trading price for our stock would be negatively impacted. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us issue an adverse or misleading opinion regarding us or our stock performance, or if our operating results fail to meet the expectations of analysts, our stock price would likely decline. Similarly, any unfavorable commentary regarding our industry or markets may adversely affect the market price of our common stock. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable. Provisions in our debt agreements may also require an acquirer to refinance our outstanding indebtedness if a change of control occurs, which could discourage or increase the costs of a takeover.

        Our amended and restated certificate of incorporation and amended and restated bylaws will contain provisions that may make the acquisition of our company more difficult without the approval of our Board of Directors. In particular, these provisions:

•

authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend or other rights or preferences superior to the rights of the holders of common stock;

•

prohibit stockholder action by written consent, requiring all stockholder actions be taken at a meeting of our stockholders, if Vestar ceases to own more than 50% of our common stock;

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provide that the Board of Directors is expressly authorized to make, alter or repeal our amended and restated bylaws;

•

establish advance notice requirements for nominations for elections to our Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;

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•

establish a classified Board of Directors, as a result of which our Board of Directors will be divided into three classes, with each class serving for staggered three-year terms, which prevents stockholders from electing an entirely new Board of Directors at an annual meeting;

•

provide that, if Vestar ceases to own more than 50% of our common stock, directors may only be removed from office for cause and only upon the affirmative vote of at least 75% of the voting power of our outstanding shares of common stock entitled to vote in the election of directors;

•

prohibit stockholders, other than Vestar for so long as it beneficially owns at least 50% of our common stock, from calling special meetings of stockholders; and

•

require the approval of holders of at least 75% of the outstanding shares of our voting common stock to amend our amended and restated certificate of incorporation and for stockholders to amend our amended and restated bylaws, in each case if Vestar ceases to own more than 50% of our common stock.

        These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our company, even if doing so would benefit our stockholders. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire. For a further discussion of these and other such anti-takeover provisions, see "Description of Capital Stock—Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws."

        Under our Senior Secured Credit Facilities, a takeover of our company would likely constitute a "change of control" and be deemed to be an event of default under such facilities, which would therefore require a third-party acquirer to refinance any outstanding indebtedness under the Senior Secured Credit Facilities in connection with such takeover. This change of control provision, and similar provisions in future agreements, are likely to increase the costs of any takeover and may discourage, delay or prevent an acquisition of our company by a third party.

Limitations on director and officer liability and indemnification of our company's officers and directors by us may discourage stockholders from bringing suit against an officer or director.

        Limitations on director and officer liability and indemnification of our directors and officers by us may discourage stockholders from bringing suit against an officer or director. Our amended and restated certificate of incorporation will provide, with certain exceptions as permitted by Delaware law, that a director or officer shall not be personally liable to us or our stockholders for the breach of any fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director or officer for breach of a fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director or officer.

Our amended and restated certificate of incorporation provides that certain persons bringing an unsuccessful action against us or our officers or directors may be obligated to reimburse us for any costs we have incurred in connection with such unsuccessful action.

        Our amended and restated certificate of incorporation provides, to the fullest extent permitted by law, in the event that any current or former stockholder, any current or former director, or any person acting on behalf of such stockholder or director (including any third party that receives substantial assistance from any such person or entity if such person or entity has a direct financial interest in the claim or proceeding of such third party), which we collectively refer to as claiming parties, (x) initiates,

41

asserts or joins, offers substantial assistance to, or has a direct financial interest in (1) any derivative action or proceeding brought on our behalf, (2) any claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (3) any action against us or any of our directors, officers, employees or agents arising pursuant to any provision of the General Corporation Law of the State of Delaware (the "DGCL"), our amended and restated certificate of incorporation or our amended and restated bylaws, or (4) any action asserting a claim governed by the internal affairs doctrine, each of the foregoing, a claim, or joins any such claim as a named party, and (y) does not thereby obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy or relief sought in the claim, then such claiming party may be obligated to reimburse us and our officers and directors for all fees, costs and expenses (including attorneys' fees and the fees of experts) actually and reasonably incurred by us or our officers and directors in defending such claim.

        This fee-shifting provision of our amended and restated certificate of incorporation is not limited to specific types of actions, but is potentially applicable to all actions to the fullest extent permitted by law. Fee-shifting provisions are relatively new and untested. The case law and potential legislative action on fee-shifting provisions are evolving and there exists considerable uncertainty regarding the validity of, and potential judicial and legislative responses to, such provisions. For example, it is unclear whether our ability to invoke the fee-shifting provision of our amended and restated certificate of incorporation in connection with claims under the federal securities laws, including claims related to this offering, would be pre-empted by federal law. Similarly, it is unclear how courts might apply the standard that a claiming party must obtain a judgment that substantially achieves, in substance and amount, the full remedy sought. The application of the fee-shifting provision of our amended and restated certificate of incorporation in connection with such claims, if any, will depend in part on future developments of the law, and the Delaware Corporation Law Council has recently recommended that the DGCL be amended to expressly prohibit companies from including fee-shifting provisions in their certificate of incorporation or bylaws for claims brought against officers and directors for violation of their state law duties. We cannot assure you that we will or will not invoke the fee-shifting provision of our amended and restated certificate of incorporation in any particular dispute, including any claims related to this offering. In addition, given the unsettled state of the law related to fee-shifting provisions, such as ours, we may incur significant additional costs associated with resolving disputes with respect to such provision, which could adversely affect our business, financial condition and results of operations.

        If a stockholder that brings any such claim, suit, action or proceeding is unable to obtain the judgment sought, the attorneys' fees and other litigation expenses that might be shifted to a claiming party are potentially significant. This fee-shifting provision, therefore, may dissuade or discourage current or former stockholders from initiating lawsuits or claims against us or our directors and officers. In addition, it may impact the fees, contingent or otherwise, required by potential plaintiffs' attorneys to represent our stockholders or otherwise discourage plaintiffs' attorneys from representing our stockholders at all. As a result, this provision may limit the ability of stockholders to affect the management and direction of our company, particularly through litigation or the threat of litigation.

Upon the closing of this offering, our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

        Upon the closing of this offering, our amended and restated certificate of incorporation will provide that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other

42

employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws, or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.

Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

        We do not anticipate that we will pay any cash dividends on shares of our common stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions, including those under our Senior Secured Credit Facilities, any potential indebtedness we may incur, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.

We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations.

        We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash dividends and distributions and other transfers from our subsidiaries to meet our obligations. The deterioration of income from, or other available assets of, our subsidiaries for any reason could limit or impair their ability to pay dividends or other distributions to us.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our business, financial condition, results of operations, plans, objectives and future performance. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

        The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider the information contained in this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include those described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

        Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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USE OF PROCEEDS

        We estimate that the net proceeds from this offering will be $187.7 million (or $216.6 million if the underwriters exercise their option to purchase additional shares in full), assuming an initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        Each $1.00 increase (decrease) in the assumed initial public offering price of $23.00 per share would increase (decrease) the net proceeds to us from this offering by $8.4 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, by $21.6 million, assuming the assumed initial public offering price stays the same.

        We intend to use the net proceeds from this offering (i) to repay $175.0 million in aggregate principal amount of borrowings outstanding under our Term Loan Facility, (ii) to pay a one-time transaction advisory fee of $8.5 million to Vestar and (iii) for general corporate purposes.

        We may use a portion of the net proceeds to acquire or invest in additional businesses, technologies, products or assets, although currently we have no specific agreements, commitments or understandings in this regard.

        Pending the uses described above, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

        As of March 31, 2015, the interest rate on our Term Loan Facility, which is scheduled to mature on April 20, 2018, was 4.25%. See "Description of Certain Indebtedness" for more information.

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DIVIDEND POLICY

        We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. Therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, our ability to pay dividends on our common stock will be limited by restrictions on the ability of our subsidiaries and us to pay dividends or make distributions under the terms of our current and any future agreements governing our indebtedness. Any future determination to pay dividends will be at the discretion of our Board of Directors and we may reduce or discontinue entirely the payment of any dividends at any time. Our Board of Directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal and tax restrictions, and such other factors as our Board of Directors may deem relevant.

        In addition, since we are a holding company, substantially all of the assets shown on our consolidated balance sheet are held by our subsidiaries. Accordingly, our earnings, cash flow and ability to pay dividends are largely dependent upon the earnings and cash flows of our subsidiaries and the distribution or other payment of such earnings to us in the form of dividends or otherwise.

46

CAPITALIZATION

        The following table sets forth our cash and capitalization as of March 31, 2015:

•

on an actual basis;

•

on an as adjusted basis to give effect to the Distribution, as described under "Prospectus Summary—Distribution;" and

•

on a pro forma as adjusted basis to give further effect to the following:

•

the issuance and sale of 8,900,000 shares of common stock in this offering at an assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the application of the net proceeds therefrom as described under "Use of Proceeds," including the payment of a one-time transaction advisory fee to Vestar in connection with this offering;

•

the $52.8 million of non-recurring equity-based compensation expense related to the modification and certain common units of PG Holdco in connection with this offering; and

•

the write-off of deferred financing fees, loss on original issue discount and lender fees in an aggregate amount of $0.5 million associated with the partial repayment of our Term Loan Facility with the net proceeds from this offering as described under "Use of Proceeds."

        Our capitalization following the closing of this offering will depend on the actual initial public offering price and other terms of this offering determined at pricing. You should read this information in conjunction with our financial statements and the related notes appearing elsewhere in this prospectus and the sections entitled "Use of Proceeds," "Selected Consolidated Financial Data," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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	As of March 31, 2015
	Actual		As Adjusted(1)		Pro Forma As Adjusted(2)
	(in thousands)
Cash	$	12,162	$	12,162	$	16,380
Debt:
Long-term debt (including current portion)	$	407,098	$	407,098	$	232,098
Other debt		9,097		9,097		9,097
Total debt(3)		416,195		416,195		241,195
Shareholder's equity:
Common stock, par value $0.01 per share; 44,800,000 shares authorized and 43,313,200 shares issued and outstanding, actual; 44,800,000 shares authorized and 43,313,200 shares issued and outstanding, pro forma; 350,000,000 shares authorized and 52,213,200 shares issued and outstanding, pro forma as adjusted		433		433		522
Preferred stock, par value $0.001 per share; no shares authorized, issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma; 50,000,000 shares authorized, no shares issued and outstanding, pro forma as adjusted		—		—		—
Additional paid-in capital		271,181		292,189		479,818
Retained earnings (deficit)		14,607		14,607		(39,171	)
Total shareholder's equity	$	286,221	$	307,229	$	441,169
Total capitalization	$	702,416	$	723,424	$	682,364

⁽¹⁾

The as adjusted data in this column gives effect to the reclassification of our equity-based compensation liability to additional paid-in capital in connection with the Distribution. See Note 1 to the unaudited condensed consolidated financial statements included elsewhere in this prospectus.

⁽²⁾

Each $1.00 increase (decrease) in the assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash, additional paid-in capital, total shareholder's equity and total capitalization by $8.4 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash, additional paid-in capital, total shareholder's equity and total capitalization by $21.6 million after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

⁽³⁾

As of March 31, 2015, we had $29.9 million of available borrowings under our Revolving Credit Facility, after giving effect to a $0.1 million of letter of credit outstanding under our Revolving Credit Facility.

        The number of shares in the table above (i) includes 928,305 shares of unvested restricted common stock that will be outstanding after the completion of the Distribution and (ii) excludes 7,120,000 shares of our common stock reserved for future issuance under our 2015 Plan, including shares of common stock reserved for issuance as restricted stock that we intend to grant on the date of this prospectus to certain directors and employees, including the named executive officers, as described in "Executive Compensation—2014 Director Compensation Table" and "Executive Compensation—2014 Summary Compensation Table—Equity Compensation," with an expected aggregate value of $43,850,000 (or an aggregate of 1,906,522 shares of restricted stock, based on an assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus).

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DILUTION

        If you invest in our common stock, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock after this offering. Dilution results from the fact that the initial public offering price per share of the common stock is substantially in excess of the pro forma as adjusted net tangible book value per share of common stock after this offering.

        Our as adjusted net tangible book value (deficit) as of March 31, 2015 was $(469.0) million, or $(10.83) per share of common stock (after giving effect to the 2,800-for-one stock split, which we effected on May 8, 2015). As adjusted net tangible book value per share represents total tangible assets (which for the purpose of this calculation excludes $1.7 million of deferred financing costs and $0.3 million of capitalized offering costs that have been paid) less total liabilities, divided by the number of shares of our common stock outstanding as of March 31, 2015, after giving effect to the Distribution.

        Pro forma as adjusted net tangible book value is our as adjusted net tangible book value after giving effect to the sale of 8,900,000 shares of common stock in this offering at an assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, as well as the other items described as pro forma as adjusted under the section titled "Capitalization." Our pro forma as adjusted net tangible book value (deficit) as of March 31, 2015 would have been $(335.0) million, or $(6.42) per share. This amount represents an immediate increase in net tangible book value of $4.41 per share compared to our as adjusted net tangible book value per share to our existing stockholders and an immediate dilution of $29.42 per share to new investors in this offering. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of common stock. The following table illustrates this dilution:

Assumed initial public offering price per share				$	23.00
As adjusted net tangible book value (deficit) per share as of March 31, 2015	$	(10.83	)
Increase in net tangible book value per share attributable to this offering		4.41
Pro forma as adjusted net tangible book value (deficit) per share after this offering				$	(6.42	)
Dilution per share to new investors in this offering				$	29.42

        Each $1.00 increase (decrease) in the assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value per share after this offering by $0.16, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by $0.41 per share, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us.

        If the underwriters exercise their option to purchase additional shares of our common stock in full, the pro forma as adjusted net tangible book value (deficit) after this offering would be $(5.72) per share and the dilution per share to new investors would be $28.72 per share, in each case assuming an

49

initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

        The following table summarizes on the pro forma basis described above, as of March 31, 2015, the differences between the number of shares purchased from us, the total consideration and the average price per share that existing stockholders and new investors paid. The calculation below is based on an assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

						Total Consideration
	Shares Purchased
											Average Price Per Share
	Number		Percent			Amount		Percent
Existing stockholders		43,313,200		83.0	%	$	292,622,000		58.8	%	$	6.76
New investors		8,900,000		17.0			204,700,000		41.2			23.00
Total		52,213,200		100	%	$	497,322,000		100	%	$	9.52

        The foregoing tables and calculations are based on 43,313,200 shares of our common stock outstanding as of March 31, 2015, include 928,305 shares of unvested restricted common stock that will be outstanding after the completion of the Distribution and exclude 7,120,000 shares of our common stock reserved for future issuance under our 2015 Plan, including shares of common stock reserved for issuance as restricted stock that we intend to grant on the date of this prospectus to certain directors and employees, including the named executive officers, as described in "Executive Compensation—2014 Director Compensation Table" and "Executive Compensation—2014 Summary Compensation Table—Equity Compensation," with an expected aggregate value of $43,850,000 (or an aggregate of 1,906,522 shares of restricted stock, based on an assumed initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus).

        If the underwriters exercise their option to purchase additional shares of our common stock in full:

•

the percentage of shares of common stock held by existing stockholders will decrease to 80.9% of the total number of shares of our common stock outstanding after this offering; and

•

the number of shares held by new investors will increase to 10,235,000, or 19.1% of the total number of shares of our common stock outstanding after this offering.

        In addition, we may choose to raise additional capital due to market conditions or strategic or other considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

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SELECTED CONSOLIDATED FINANCIAL DATA

        The following table sets forth our selected financial data as of and for the periods indicated. The selected consolidated statement of operations and cash flows data for the years ended December 31, 2014, 2013 and 2012 and the consolidated balance sheet data as of December 31, 2014 and 2013 have been derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. The consolidated balance sheet data as of December 31, 2012 have been derived from our audited consolidated financial statements not included in this prospectus. The selected consolidated statement of operations and cash flow data for the three months ended March 31, 2015 and 2014 and the consolidated balance sheet data as of March 31, 2015 have been derived from our unaudited condensed consolidated financial statements, which are included elsewhere in this prospectus. The unaudited condensed consolidated financial statements, in management's opinion, have been prepared on the same basis as the audited consolidated financial statements and related notes included elsewhere in this prospectus, and include all adjustments, consisting only of normal recurring adjustments, that management considers necessary for a fair presentation of the financial information as of and for the periods presented. Interim financial results are not necessarily indicative of results that may be expected for the full fiscal year or any future reporting period.

        Our historical results are not necessarily indicative of future operating results. The following selected consolidated financial data are qualified in their entirety by reference to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes, included elsewhere in this prospectus, and the information under "Use of Proceeds," "Capitalization," "Selected Consolidated Financial Data," and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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	Three Months Ended March 31,						Year Ended December 31,
	2015			2014			2014			2013			2012
	(in thousands, except share and per share data)
Statement of Operations Data:
Revenue	$	74,891		$	65,404		$	281,612		$	260,420		$	231,351
Cost of revenue		31,427			27,760			121,807			113,675			101,155
General and administrative		18,301			16,597			70,432			71,926			70,679
Depreciation and amortization		9,859			8,568			35,102			32,468			27,202
Impairment charges		—			—			—			2,579			—
Loss (gain) on disposal of property and equipment		(46	)		606			1,719			274			—
Total operating expenses		59,541			53,531			229,060			220,922			199,036
Income from operations		15,350			11,873			52,552			39,498			32,315
Other income (expense):
Interest expense, net		(4,579	)		(5,464	)		(19,832	)		(24,644	)		(32,157	)
Extinguishment of debt		—			—			(2,894	)		(7,922	)		(7,185	)
Management fee of related party		(286	)		(230	)		(1,047	)		(907	)		(968	)
Total other expense, net		(4,865	)		(5,694	)		(23,773	)		(33,473	)		(40,310	)
Income (loss) before income taxes		10,485			6,179			28,779			6,025			(7,995	)
Income tax expense (benefit)		4,511			2,883			13,196			5,926			(604	)
Net income (loss)	$	5,974		$	3,296		$	15,583		$	99		$	(7,391	)
Per Share Data:
Net income (loss) per common share:
Basic and diluted	$	0.14		$	0.08		$	0.36		$	0.00		$	(0.17	)
Weighted average of common shares outstanding:
Basic and diluted		43,313,200			43,313,200			43,313,200			43,313,200			43,313,200
Statement of Cash Flows Data:
Net cash provided by operating activities	$	11,399		$	12,455		$	54,768		$	53,911		$	44,897
Net cash used in investing activities		(2,726	)		(1,686	)		(47,591	)		(20,043	)		(43,085	)
Net cash provided by (used in) financing activities		(3,473	)		(13,854	)		(32,850	)		(9,078	)		1,362

			As of December 31,
	As of March 31, 2015
			2014			2013		2012
	(in thousands)
Balance Sheet Data:
Cash	$	12,162	$	6,962		$	32,635	$	7,845
Working capital(1)		7,694		(3,244	)		21,223		8,888
Total debt (including current portion)		416,195		419,296			436,736		438,188
Total assets		910,143		898,567			890,513		883,014
Total shareholder's equity		286,221		280,644			266,207		265,028

⁽¹⁾

Calculated as current assets minus current liabilities.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with "Selected Consolidated Financial Data" and our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements." As a result of many factors, including those factors set forth in the "Risk Factors" section of this prospectus, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

        We are a leading provider of patient experience measurement, performance analytics and strategic advisory solutions for healthcare organizations across the continuum of care. Our mission is to help healthcare organizations reduce patient suffering and improve clinical quality, safety and the patient experience. We provide our clients with innovative, technology-based solutions that capture the perspectives of patients, physicians, nurses and other healthcare employees, which enable our clients to benchmark, analyze and improve the patient's care experience. We support clients in achieving the "Triple Aim" of improving the patient experience, managing their population's health and controlling costs through improved patient engagement and experience of care. We believe we offer a powerful value proposition to the healthcare industry, as we help drive transformational change through greater performance transparency, better care coordination and sustainable performance improvements.

        Our clients are represented across the continuum of care and include hospitals, medical practices and other healthcare providers. As of January 1, 2015, we served more than 22,000 healthcare facilities, including 62% of acute care hospitals in the United States, 81% of acute care hospitals in the United States with more than 100 beds and 73% of medical practices in the United States with more than 50 physicians. We have strong and long-standing relationships with distinguished healthcare providers, including 89% of major teaching hospitals in the United States. From 2012 to 2014, our average annual revenue retention rate was approximately 94% and our average client revenue retention rate from 2012 to 2014 was approximately 97%, which we believe represents strong client satisfaction with our solutions and the nature of our long-term strategic client relationships. With our continued focus on innovation and thought leadership, we believe we have a significant opportunity to both expand our engagements within our existing client base and to increase the total number of healthcare organizations we serve.

        Our history of delivering value to our clients underlies our strong financial performance. In 2014, we generated revenue of $281.6 million and Adjusted EBITDA of $102.6 million and net income of $15.6 million. We have demonstrated our ability to consistently invest in our business to expand our relationships and deliver innovative solutions, driven in part through targeted acquisitions and capital investments. For a reconciliation of Adjusted EBITDA to net income (loss), see "Prospectus Summary—Summary Consolidated Financial Data."

Distribution

        Prior to the closing of this offering, our parent company, PG Holdco, LLC, will be liquidated and its sole asset, the shares of our common stock it holds, will be distributed to its equity holders based on their relative rights under its limited liability agreement. The equity holders of PG Holdco will receive the number of shares of our common stock in the liquidation of PG Holdco that they would have held had they held our common stock directly immediately before the Distribution, with no issuance of

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additional shares by us. Each holder of vested units of PG Holdco will receive shares of our common stock in the Distribution. Each holder of unvested common units of PG Holdco that are subject to time-vesting conditions will receive unvested restricted shares of our common stock in the Distribution. For additional information regarding the treatment of outstanding units in PG Holdco in connection with the Distribution and this offering, see "Executive and Director Compensation—Effect of the Distribution and this Offering."

        The Distribution will not affect our operations, which we will continue to conduct through our operating subsidiaries. The primary purpose of the Distribution is to remove an unnecessary layer of our organizational structure prior to the closing of this offering.

Factors Affecting our Financial Performance

        We believe that the financial performance of our business and our continued success are primarily dependent upon the following:

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Client Penetration and Growth.  We believe that we have opportunities to continue to grow our revenue from our comprehensive suite of solutions due to the trends we see affecting the healthcare industry. We expect an increasing percentage of our recurring and new revenues to be the result of increased focus by healthcare providers on measuring and reporting on, and bearing financial risk for, clinical outcomes and the patient experience. Our future growth will depend on our ability to expand sales of our suite of solutions to our existing client base and identify and execute upon new opportunities and attract new clients. Our expansion activities consist of focusing on growing healthcare settings, including hospitals, medical practices and post-acute markets, and servicing new markets and increasing engagement of existing clients impacted by expanded CAHPS regulatory requirements. We plan to continue to invest in the development of innovative and value-added solutions and continue to market our proprietary platform.

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Continued Change in the U.S. Healthcare Industry.  Healthcare spending represents a significant and growing component of GDP of the United States. According to National Health Expenditure Data reported by CMS, the United States spent $2.9 trillion on healthcare in 2013, or about $9,255 per person, representing a 3.6% increase in spending over the $8,915 per person spent in 2012 and accounting for nearly 18% of GDP in 2013. Healthcare spending growth is expected to continue to outpace the rest of the economy. According to CMS, the projected average annual growth from 2013 through 2023 is 5.7%, which is greater than the expected average annual GDP growth. By 2023, overall U.S. healthcare spending is expected to reach $5.1 trillion. The majority of healthcare dollars pass through hospitals and physician practices. Of the $2.9 trillion spent in 2013, $936.9 billion went to hospital care and $586.7 billion went to physicians and clinical services. As healthcare costs rise and providers, patients and payment models focus on value-based and patient-centric care, the healthcare industry has increasingly focused attention on improving efficiency and transparency, standardizing care around best practices, and driving better clinical and operational outcomes. This has resulted in increasing demand for solutions designed to improve the efficiency and quality of care, safety and the patient experience. We believe this shift in the industry will continue to impact our business in the foreseeable future.

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Selective Acquisitions.  We expect to grow through selective acquisitions that complement and grow our existing suite of technologies, services and solutions and to increase the number of clients we serve. Since January 1, 2012, we have invested approximately $55.9 million of capital and incurred approximately $2.6 million of acquisition-related expenses with respect to potential and four consummated acquisitions. These acquisitions have significantly enhanced our capacity to capture and integrate the voice of the patient, physicians, nurses and employees for our clients. Our acquisitions are integrated within our overall solutions suite and brand to strengthen

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our comprehensive offerings. As the U.S. healthcare industry continues to evolve, we expect that there will be attractive investment opportunities given the large number of complementary businesses in the industry. Any acquisition could have a material impact on our financial position and results of operations.

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Macro-Economic Conditions.  Our clients are affected by macro-economic trends such as general economic conditions, inflation and unemployment. Macro-economic trends have various effects on our business, and on occasion have resulted in the slowing of the decision-making processes by existing and prospective clients. In recent years, changes in macro-economic trends have increased demand for our solutions as our clients strive to improve their clinical and operating performance, while reducing costs and moving to a value-based care model.

Acquisitions

        We completed several acquisitions during the years ended December 31, 2014, 2013 and 2012 to expand capabilities and complement our suite of solutions, including our engagement and consulting solutions. During 2014, we acquired all of the capital stock of Dynamic Clinical Systems, Inc., which provides patient reported outcomes services and solutions for a purchase price of $3.3 million. We also purchased all of the assets of The National Database of Nursing Quality Indicators ("NDNQI") for a purchase price of $24.9 million. NDNQI is a leading quality improvement and nurse engagement tool. During 2013, we acquired all of the capital stock of On The Spot Systems, Inc., a point-of-care survey technology firm for a purchase price of $2.8 million. During 2012, we acquired all of the capital stock of Morehead Associates, Inc. for a purchase price of $24.9 million. Morehead Associates, Inc. delivers human capital assessments, analytics, benchmark data and consulting solutions to the healthcare industry. All of these acquisitions were financed with cash on hand.

        The results of operations of the acquired businesses have been included in our consolidated financial statements since the applicable date of acquisition.

Refinancings

        We completed several refinancings during the years ended December 31, 2014, 2013 and 2012 to lower our interest expense and amend certain financial covenants. In April 2012, we refinanced the entire $315.9 million of borrowings outstanding under our prior senior secured term loan facility and $100.0 million aggregate principal amount of our 12.5% Senior Subordinated Notes due 2016 with funds borrowed under the Term Loan Facility and our second lien term loan facility (the "Second Lien Term Loan Facility"). In May 2013, we refinanced a portion of our Second Lien Term Loan Facility with borrowings of $50.0 million under our Term Loan Facility. In May 2014, we borrowed an additional $35.0 million under the Term Loan Facility and used such funds, together with $10.0 million of cash on hand, to repay in full all amounts outstanding under, and terminate, our Second Lien Term Loan Facility. These refinancings resulted in losses on the extinguishment of debt consisting of write-offs of unamortized deferred financing fees and losses on original issue discount in the applicable periods.

Key Components of Results of Operations

Revenue

        We generate revenues from sales of our services that we perform in connection with the delivery of our solutions. We generally invoice and collect fees from our clients in advance of revenue recognition, with unrecognized amounts reflected as deferred revenue on our balance sheet. Revenue is principally recognized ratably over the term of the service period, which is typically 12 months.

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Cost of Revenue

        Expenses directly related to delivery of our solutions and providing services are classified as cost of revenue. Cost of revenue consists primarily of salaries, bonuses and employee benefits, employee travel and lodging, survey materials and postage, outsourced data support, consulting costs, technology contractors, and other direct expenses associated with revenues. In addition, cost of revenue includes personnel costs relating to individuals that facilitate the services we perform in connection with the delivery of our solutions, as well as collect, process and manage patient experience and engagement data, develop software and technology and manage the technology infrastructure.

General and Administrative

        General and administrative expense consists primarily of employee-related expenses for the salaries, benefits, travel expenses and bonuses for our executive, finance, legal, human resources, sales, marketing and other administrative personnel that are not directly involved in the services we perform in connection with the delivery of our solutions. We record equity-based compensation expense associated with granting of equity awards of preferred units and common units of PG Holdco (which will be liquidated upon consummation of the Distribution) to our employees and directors. In future periods, we expect to issue long-term equity incentive awards in the form of restricted stock, restricted stock units or stock options to our executives, directors and other key employees. This may result in an increase in our general and administrative expenses in future periods as we recognize expense over the vesting term of the awards. We also expect to see an increase in our equity-based compensation expense as we recognize expense over the modification and accelerated vesting of certain common units of PG Holdco held by our employees and directors in connection with the Distribution and this offering.

        General and administrative expense also includes professional fees, occupancy expenses, acquisition-related expenses, consulting fees related to our thought leadership programs, advertising costs, insurance and other expenses.

        We expect our general and administrative expense to increase as we incur additional costs associated with being a public company.

Depreciation and Amortization

        Depreciation and amortization expense consists primarily of depreciation of property and equipment and amortization of capitalized software costs and acquisition-related intangible assets.

Interest Expense, Net

        Interest expense, net consists primarily of interest on borrowings and the amortization of costs incurred to obtain long-term financing. Interest income on our cash balances has been immaterial.

Provision for Income Taxes

        Provision for income taxes primarily consists of federal and state taxes in the United States.

Key Operating Metrics

Revenue Retention

        Our revenue retention rate tracks the percentage of revenue that we retain from our existing clients. We calculate our revenue retention rate as of a year end by starting with our revenue from existing clients for the prior year (excluding revenue from our project-based engagement and consulting solutions), subtracting the annual revenue value of services cancelled by such clients during such year

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and then dividing the net amount by the revenue from such clients for the prior year (excluding revenue from project-based engagement and consulting solutions). We monitor this metric because we believe it is an indicator of client satisfaction and provides insight into our ability to retain and grow revenue from our client base. This metric is a non-GAAP measure and may differ from the presentation of such or similarly titled measures presented by others and should not be considered in isolation or as an alternative to financial statement data presented as indicators of financial performance presented in accordance with GAAP.

        Our revenue retention rate was approximately 95%, 96% and 92% as of December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

Client Revenue Retention

        We calculate our client revenue retention rate as of a year end by starting with our revenue from the prior year (excluding revenue from our project-based engagement and consulting solutions), subtracting the annual revenue value of services attributable to prior-year clients that cancelled a specified amount of their revenue value during such year and then dividing the net amount by the revenue from the prior year (excluding revenue from project-based engagement and consulting solutions). We believe this metric is an indicator of client loyalty and satisfaction with our solutions. This metric is a non-GAAP measure and may differ from the presentation of such or similarly titled measures presented by others and should not be considered in isolation or as an alternative to financial statement data presented as indicators of financial performance presented in accordance with GAAP.

        Our client revenue retention rate was approximately 97%, 98% and 96% as of December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

        We believe our investments in patient experience solutions are driving our high and stable revenue and client retention rates.

Adjusted EBITDA

        We define Adjusted EBITDA as net income (loss) before interest expense, net, income taxes and depreciation and amortization, with further adjustments to add back (i) items that are expected to terminate in connection with the offering, (ii) non-cash charges, (iii) non-recurring items that are not indicative of the underlying operating performance of the business and (iv) items that are solely related to changes in our capital structure, and therefore are not indicative of the underlying operating performance of the business.

        Management uses Adjusted EBITDA (i) to compare our operating performance on a consistent basis, (ii) to calculate incentive compensation for our employees, (iii) for planning purposes, including the preparation of our internal annual operating budget, (iv) to evaluate the performance and effectiveness of our operational strategies and (v) to assess compliance with various metrics associated with the agreements governing our indebtedness. We also believe that Adjusted EBITDA is useful to investors in assessing our financial performance because this measure is similar to the metrics used by investors and other interested parties when comparing companies in our industry that have different capital structures, debt levels and/or income tax rates. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating performance in the same manner as our management.

        Adjusted EBITDA is not determined in accordance with U.S. generally accepted accounting principles, or GAAP, and should not be considered in isolation or as an alternative to net income, income from operations, net cash provided by operating, investing or financing activities or other financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP. For a presentation of our Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss), see "Prospectus Summary—Summary Consolidated Financial Data."

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Results of Operations

        The following table sets forth our results of operations for the periods indicated:

	Three Months Ended March 31,												Year Ended December 31,
	2015			% of revenue			2014			% of revenue			2014			% of revenue			2013			% of revenue			2012			% of revenue
	(in thousands, except percentages)
Revenue	$	74,891			100.0	%	$	65,404			100.0	%	$	281,612			100.0	%	$	260,420			100.0	%	$	231,351			100.0	%
Operating expenses:
Cost of revenue		31,427			42.0			27,760			42.4			121,807			43.3			113,675			43.7			101,155			43.7
General and administrative		18,301			24.4			16,597			25.4			70,432			25.0			71,926			27.6			70,679			30.6
Depreciation and amortization		9,859			13.2			8,568			13.1			35,102			12.5			32,468			12.5			27,202			11.8
Impairment charges		—			—			—			—			—			—			2,579			1.0			—			—
Loss (gain) on disposal of property and equipment		(46	)		(0.1	)		606			0.9			1,719			0.6			274			0.1			—			—
Total operating expenses		59,541			79.5			53,531			81.8			229,060			81.3			220,922			84.8			199,036			86.0
Income from operations		15,350			20.5			11,873			18.2			52,552			18.7			39,498			15.2			32,315			14.0
Other income (expense):
Interest expense, net		(4,579	)		(6.1	)		(5,464	)		(8.4	)		(19,832	)		(7.0	)		(24,644	)		(9.5	)		(32,157	)		(13.9	)
Extinguishment of debt		—			—			—			—			(2,894	)		(1.0	)		(7,922	)		(3.0	)		(7,185	)		(3.1	)
Management fee of related party		(286	)		(0.4	)		(230	)		(0.4	)		(1,047	)		(0.4	)		(907	)		(0.4	)		(968	)		(0.4	)
Total other expense, net		(4,865	)		(6.5	)		(5,694	)		(8.7	)		(23,773	)		(8.4	)		(33,473	)		(12.9	)		(40,310	)		(17.4	)
Income (loss) before income taxes		10,485			14.0			6,179			9.4			28,779			10.2			6,025			2.3			(7,995	)		(3.5	)
Provision (benefit) for income taxes		4,511			6.0			2,883			4.4			13,196			4.7			5,926			2.3			(604	)		(0.3	)
Net income (loss)	$	5,974			8.0	%	$	3,296			5.0	%	$	15,583			5.5	%	$	99			(0.0	)%	$	(7,391	)		(3.2	)%

Three Months Ended March 31, 2015 compared to Three Months Ended March 31, 2014

Revenue

        Revenue increased $9.5 million, or 14.5%, from $65.4 million for the three months ended March 31, 2014 to $74.9 million for the three months ended March 31, 2015. The increase was primarily attributable to the expansion of our patient experience solutions sold to existing clients, revenue from new clients and $3.0 million of revenue from businesses acquired in the second quarter of 2014. During the three months ended March 31, 2015, NDNQI and Dynamic Clinical Systems, Inc. contributed $2.8 million and $0.2 million of revenue, respectively.

Cost of Revenue

        Cost of revenue increased $3.6 million, or 13.2%, from $27.8 million for the three months ended March 31, 2014 to $31.4 million for the three months ended March 31, 2015. As a percentage of revenue, cost of revenue decreased from 42.4% for the three months ended March 31, 2014 to 42.0% for the three months ended March 31, 2015.

        The $3.6 million increase in cost of revenue was driven by an increase in postage costs of $1.6 million due to a 15.7% increase in outgoing survey volume. Additionally, the increase was due to incremental costs of $0.7 million related to the operations of NDNQI and Dynamic Clinical Systems, Inc., which we acquired during the second quarter of 2014, increased personnel costs of $0.9 million associated with an increase in salaries and headcount, increased group health insurance costs of $0.4 million as the result of less favorable claims experience than in the first quarter of 2014, and an increase in professional fees of $0.5 million associated with additional temporary staffing to support increased telephone survey volumes. The increase was partially offset by an increase in internal software development of $0.7 million as more projects were in the application development phase during the three months ended March 31, 2015.

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General and Administrative Expense

        General and administrative expense increased $1.7 million, or 10.3%, from $16.6 million for the three months ended March 31, 2014 to $18.3 million for the three months ended March 31, 2015. As a percentage of revenue, general and administrative expense decreased from 25.4% for the three months ended March 31, 2014 to 24.4% for the three months ended March 31, 2015.

        The $1.7 million increase in general and administrative expenses was primarily due to a $1.1 million increase in personnel costs associated with an increase in salaries and headcount, $0.2 million in consulting costs related to product strategy and $0.2 million in professional fees related to this offering.

Depreciation and Amortization Expense

        Depreciation and amortization expense increased $1.3 million, or 15.1%, from $8.6 million for the three months ended March 31, 2014 to $9.9 million for the three months ended March 31, 2015. The $1.3 million increase was due to an increase in depreciation expense of $0.9 million driven by additional investments in computer software development and infrastructure due to our continued investment in this area in 2014 and 2015, and an increase in amortization expense of $0.4 million related to the amortization of intangible assets of recently acquired businesses.

Loss (Gain) on Disposal of Property and Equipment

        We recorded a net gain on disposal of property and equipment of $46 thousand for the three months ended March 31, 2015 compared to a loss on disposal of property and equipment of $0.6 million for the three months ended March 31, 2014. The $46 thousand net gain for the three months ended March 31, 2015 was primarily the result of early termination of capital leases for equipment. The $0.6 million loss on disposal of equipment for the three months ended March 31, 2014 was primarily the result of the consolidation of several of our smaller office locations.

Other Income (Expense)

        Interest expense, net.    Interest expense, net decreased $0.9 million, or 16.2%, from $5.5 million for the three months ended March 31, 2014 to $4.6 million for the three months ended March 31, 2015. The decrease was primarily due to the reduction of our weighted average interest rate to 4.25% for the three months ended March 31, 2015 compared to 4.67% for the three months ended March 31, 2014 as a result of the extinguishment of our Second Lien Term Loan Facility in May 2014.

        Management fee of related party.    Our annual management fee increased $56 thousand from $230 thousand for the three months ended March 31, 2014 to $286 thousand for the three months ended March 31, 2015. The annual management fee is based on our performance in the previous fiscal year. The year-over-year improvement in performance has resulted in a corresponding increase in the annual management fee.

Provision for Income Taxes

        Provision for income taxes increased $1.6 million, or 56.5%, from $2.9 million for the three months ended March 31, 2014 to $4.5 million for the three months ended March 31, 2015. The provision for income taxes for the first three months of 2015 and 2014 primarily represents federal and state income tax expense for the periods.

        For the three months ended March 31, 2015, our effective income tax rate was 43.0% as compared to an effective income tax rate of 46.7% for the three months ended March 31, 2014. These rates differ from the federal statutory income tax rate of 35% primarily due to nondeductible permanent differences, such as equity-based compensation and meals and entertainment expenses. The decrease in

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the effective income tax rate period-over-period was the result of the reduction in the permanent difference related to equity-based compensation for the three months ended March 31, 2015.

Year Ended December 31, 2014 compared to Year Ended December 31, 2013

Revenue

        Revenue increased $21.2 million, or 8.1%, from $260.4 million for the year ended December 31, 2013 to $281.6 million for the year ended December 31, 2014. The increase was primarily attributable to the expansion of our patient experience solutions sold to existing clients, revenue from new clients and $8.3 million of revenue from businesses acquired in 2014 and December 2013. During the year ended December 31, 2014, NDNQI, Dynamic Clinical Systems, Inc. and On The Spot Systems, Inc. contributed $6.5 million, $1.1 million and $0.7 million of revenue, respectively. This increase was partially offset by a reduction in revenue of $3.8 million associated with the discontinuation of certain clinical solutions in the fourth quarter of 2013.

Cost of Revenue

        Cost of revenue increased $8.1 million, or 7.2%, from $113.7 million for the year ended December 31, 2013 to $121.8 million for the year ended December 31, 2014. As a percentage of revenue, cost of revenue decreased from 43.7% for the year ended December 31, 2013 to 43.3% for the year ended December 31, 2014.

        The $8.1 million increase in cost of revenue was driven by $4.4 million of incremental costs related to the operations of NDNQI, Dynamic Clinical Systems, Inc. and On The Spot Systems, Inc., which we acquired at the end of 2013 and during 2014. Additionally, postage costs increased $3.8 million due to a 5.8% increase in outgoing survey volume in 2014 coupled with an increase in federal postage rates in January 2014. Other increases include professional fees of $1.0 million associated with 2014 client consulting projects and $0.3 million related to our regional and national client conferences due to an increase in conference attendance. These increases were partially offset by a decrease in payroll and related costs of $0.7 million due to lower year-over-year headcount and a $0.3 million decrease in technology related costs.

General and Administrative Expense

        General and administrative expense decreased $1.5 million, or 2.1%, from $71.9 million for the year ended December 31, 2013 to $70.4 million for the year ended December 31, 2014. As a percentage of revenue, general and administrative expense decreased from 27.6% for the year ended December 31, 2013 to 25.0% for the year ended December 31, 2014.

        The decrease in general and administrative expenses was primarily due to a $1.6 million reduction in equity-based compensation as a result of a decrease in equity units issued by our parent and paid for with nonrecourse loans, a $1.1 million reduction in 2014 sales commissions due to the implementation of a new sales compensation program that led to a lower effective commission rate in 2014, a $0.7 million decrease in marketing and advertising costs and a $0.5 million decrease in acquisition-related expenses. These decreases were partially offset by a $1.1 million increase in personnel costs associated with an increase in headcount, a $1.0 million increase in severance expense, a $0.7 million increase in occupancy cost due to additional office space and a $0.3 million increase in charitable contributions.

Depreciation and Amortization Expense

        Depreciation and amortization expense increased $2.6 million, or 8.1%, from $32.5 million for the year ended December 31, 2013 to $35.1 million for the year ended December 31, 2014. The $2.6 million increase was due to an increase in depreciation expense of $1.9 million driven by higher

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investments in computer software development and infrastructure due to our continued investment in this area in 2014, and an increase in amortization expense of $0.7 million primarily related to the amortization of intangible assets of recently acquired businesses.

Impairment Charges

        In 2013, we recorded impairment charges totaling $2.6 million on property and equipment and intangible assets related to the discontinuation of certain clinical solutions during the year ended December 31, 2013. We did not record any impairment charges in 2014.

Loss (Gain) on Disposal of Property and Equipment

        Loss on disposal of property and equipment increased $1.4 million from $0.3 million for the year ended December 31, 2013 to $1.7 million for the year ended December 31, 2014. The losses in both periods were primarily the result of write-offs of equipment and software no longer in use.

Other Income (Expense)

        Interest expense, net.    Interest expense, net decreased $4.8 million, or 19.5%, from $24.6 million for the year ended December 31, 2013 to $19.8 million for the year ended December 31, 2014. The decrease was primarily due to the reduction of our weighted average interest rate to 4.46% during the year ended December 31, 2014 compared to 4.67% for the year ended December 31, 2013 as a result of the extinguishment of our Second Lien Term Loan Facility in May 2014.

        Extinguishment of debt.    On May 9, 2014, we amended our Senior Secured Credit Facilities to, among other things, borrow incremental first lien term loans in an amount of $35.0 million. The net proceeds from the additional borrowing and $10.0 million of cash on hand were used to pay off the remaining balance of our Second Lien Term Loan Facility. The transaction resulted in a loss on extinguishment of debt of $2.9 million consisting of the write-off of unamortized deferred financing fees of $1.5 million, payments of fees to lenders of $0.5 million and loss on original issue discount of $0.9 million.

        On May 9, 2013, we amended our Senior Secured Credit Facilities to, among other things, borrow incremental first lien term loans in an amount of $50.0 million, lower interest rates, and adjust certain financial covenants. The net proceeds from the additional borrowings were used to pay down a portion of the principal balance of the Second Lien Term Loan Facility. The transaction resulted in a loss on extinguishment of debt of $7.9 million consisting of the write-off of unamortized deferred financing fees of $4.1 million, payments of fees to lenders of $1.5 million and loss on original issue discount of $2.3 million.

        Management fee of related party.    Our annual management fee was $1.0 million for each of the years ended December 31, 2014 and 2013.

Provision for Income Taxes

        Provision for income taxes increased $7.3 million, or 122.7%, from $5.9 million for the year ended December 31, 2013 to $13.2 million for the year ended December 31, 2014. The provision for income taxes for the years ended 2014 and 2013 primarily represents federal and state income tax expense for the periods.

        For the years ended December 31, 2014, our effective tax rate was 45.9%, as compared to an effective income tax rate of 98.3% for the year ended December 31, 2013. These rates differ from the federal statutory income tax rate of 35% primarily due to nondeductible permanent differences such as equity-based compensation and meals and entertainment expenses and, in 2013, the impact on deferred tax liabilities from an increase in projected state tax rates.

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Year Ended December 31, 2013 compared to Year Ended December 31, 2012

Revenue

        Revenue increased $29.1 million, or 12.6%, from $231.4 million for the year ended December 31, 2012 to $260.4 million for the year ended December 31, 2013. The increase was primarily attributable to the expansion of our patient experience solutions sold to existing clients, revenue from new clients and $12.4 million of revenue contribution from the acquisition of Morehead Associates, Inc. in December 2012.

Cost of Revenue

        Cost of revenue increased $12.5 million, or 12.4%, from $101.2 million for the year ended December 31, 2012 to $113.7 million for the year ended December 31, 2013. As a percentage of revenue, cost of revenue was 43.7% for each of the years ended December 31, 2013 and 2012. The $12.5 million increase in cost of revenue was primarily due to $7.4 million of incremental costs of revenue related to the operations of Morehead Associates, Inc. following its acquisition in December 2012, increased payroll and related expenses of $2.1 million driven by higher headcount, a $1.8 million increase in equity-based compensation due to vesting of A unit grants in 2012 and early 2013, a $1.6 million increase in managing our technology infrastructure associated with the delivery of our solutions and an increase in postage costs of $1.2 million due to a 2.1% increase in outgoing survey volume.

        These increase were partially offset by a $1.0 million decrease associated with a contract termination payment to a third-party software vendor in 2012 and a $0.7 million decrease in group health insurance expense due to favorable claims experience in 2013.

General and Administrative Expense

        General and administrative expense increased $1.2 million, or 1.8%, from $70.7 million for the year ended December 31, 2012 to $71.9 million for the year ended December 31, 2013. As a percentage of revenue, general and administrative expense decreased from 30.6% for the year ended December 31, 2012 to 27.6% for the year ended December 31, 2013.

        The $1.2 million increase was primarily due to an increase in commissions of $3.9 million due to an increase in sales, an increase in bonus expense of $1.3 million related to our improved financial performance in 2013, an increase in occupancy costs of $1.0 million driven by new corporate office space, an increase in legal fees of $1.0 million in connection with personnel changes, $1.0 million of contractor costs related to increased sales and marketing activities, $0.9 million of consulting fees for strategic planning initiatives and an increase in bank fees of $0.4 million driven by increased receipts from customers.

        The increase was partially offset by reductions in equity-based compensation expense of $6.2 million due to a decrease in equity units issued by our parent and paid for with nonrecourse loans and severance costs of $2.1 million due to higher executive turnover in 2012.

Depreciation and Amortization Expense

        Depreciation and amortization expense increased $5.3 million, or 19.4%, from $27.2 million for the year ended December 31, 2012 to $32.5 million for the year ended December 31, 2013. The $5.3 million increase was due to an increase in depreciation expense of $4.8 million driven by higher investments in computer software development and infrastructure due to our continued investment in this area in 2013, and an increase in amortization expense of $0.5 million primarily related to the amortization of intangible assets acquired in the acquisition of Morehead Associates, Inc. in December 2012.

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Impairment Charges

        In 2013, we recorded impairment charges totaling $2.6 million on property and equipment and intangible assets related to the discontinuation of certain clinical solutions during the year ended December 31, 2013. We did not record any impairment charges in 2012.

Loss (Gain) on Disposal of Property and Equipment

        We recorded losses on disposal of property and equipment of $0.3 million during the year ended December 31, 2013, primarily related to write-offs of equipment and software no longer in use. We did not record any loss on disposal of property and equipment in 2012.

Other Expense

        Interest expense, net.    Interest expense, net decreased $7.5 million, or 23.4%, from $32.2 million for the year ended December 31, 2012 to $24.6 million for the year ended December 31, 2013. The decrease was primarily due to the reduction of our weighted average interest rate to 4.67% for 2013 compared to 5.90% for 2012 in connection with the refinancing of our Second Lien Term Loan Facility in May 2013. Additionally, interest expense for the year ended December 31, 2012 included $1.1 million of mark-to-market expense of the fair value of our interest rate cap, compared to $0.3 million of expense for the year ended December 31, 2013.

        Extinguishment of debt.    On May 9, 2013, we amended our Senior Secured Credit Facilities to, among other things, borrow incremental term loans in an amount of $50.0 million, lower interest rates, and adjust certain financial covenants. The net proceeds from the additional borrowings were used to pay down a portion of the principal balance of the Second Lien Term Loan Facility. The transaction resulted in a loss on extinguishment of debt of $7.9 million consisting of the write-off of unamortized deferred financing fees of $4.1 million, payments of fees to lenders of $1.5 million and loss on original issue discount of $2.3 million.

        On April 20, 2012, we paid off the prior senior secured credit facilities and our senior subordinated notes with the net proceeds from the Term Loan Facility and the Second Lien Term Loan Facility. The transaction resulted in a loss on debt extinguishment of $7.2 million consisting of the write-off of unamortized deferred financing fees of $4.8 million, a prepayment penalty of $1.4 million, and a loss on original issue discount of $1.0 million.

        Management fee of related party.    Our annual management fee was $1.0 million for each of the years ended December 31, 2013 and 2012.

Provision for Income Taxes

        Provision for income taxes increased $6.5 million, from a benefit of $0.6 million for the year ended December 31, 2012 to an expense of $5.9 million for the year ended December 31, 2013. The provision for income taxes for the years ended December 31, 2013 and 2012 primarily represent federal and state income tax expense (benefit) for the years then ended.

        Our effective tax rate was 98.3% for the year ended December 31, 2013, as compared to 7.6% for the year ended December 31, 2012. These rates differ from the federal statutory income tax rate of 35% primarily due to nondeductible permanent differences for equity-based compensation and an adjustment to recorded deferred tax liabilities due to an increase in state tax rates. The increase in the effective tax rate is primarily due to the impact on deferred tax liabilities from an increase in projected state tax rates in 2013.

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Quarterly Results of Operations

        The following table sets forth our unaudited consolidated statement of operations data for each of the eight quarters in the two-year period ended March 31, 2015. The unaudited quarterly statement of operations data set forth below have been prepared on a basis consistent with our audited annual consolidated financial statements and include, in our opinion, all normal recurring adjustments necessary for a fair statement of the financial information contained in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following quarterly financial data should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this prospectus.

	Three Months Ended
	June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014			September 30, 2014			December 31, 2014			March 31, 2015
	(in thousands)
Statement of Operations Data:
Revenue	$	66,317		$	63,318		$	68,848		$	65,404		$	68,365		$	71,713		$	76,130		$	74,891
Operating expenses:
Cost of revenue		27,279			27,329			31,291			27,760			28,964			30,618			34,465			31,427
General and administrative		17,547			17,770			19,810			16,597			17,791			17,918			18,126			18,301
Depreciation and amortization		7,767			8,335			8,960			8,568			8,478			8,779			9,277			9,859
Impairment charges		—			—			2,579			—			—			—			—			—
Loss (gain) on disposal of property and equipment		—			161			—			606			485			504			124			(46	)
Total operating expenses		52,593			53,595			62,640			53,531			55,718			57,819			61,992			59,541
Income from operations		13,724			9,723			6,208			11,873			12,647			13,894			14,138			15,350
Other income (expense):
Interest expense, net		(6,185	)		(5,928	)		(5,621	)		(5,464	)		(4,966	)		(4,706	)		(4,696	)		(4,579	)
Extinguishment of debt		(7,922	)		—			—			—			(2,886	)		(8	)		—			—
Management fee of related party		(231	)		(222	)		(222	)		(230	)		(230	)		(230	)		(357	)		(286	)
Total other expense, net		(14,338	)		(6,150	)		(5,843	)		(5,694	)		(8,082	)		(4,944	)		(5,053	)		(4,865	)
Income (loss) before income taxes		(614	)		3,573			365			6,179			4,565			8,950			9,085			10,485
Provision for (benefit from) income taxes		(604	)		3,515			358			2,883			2,128			4,174			4,011			4,511
Net income (loss)	$	(10	)	$	58		$	7		$	3,296		$	2,437		$	4,776		$	5,074		$	5,974
Other Financial Data:
Adjusted EBITDA(1)	$	24,860		$	21,249		$	22,677		$	23,774		$	25,328		$	26,459		$	26,998		$	27,340

⁽¹⁾

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods indicated. For the definition of Adjusted EBITDA, see "—Key Operating Metrics—Adjusted EBITDA."

	Three Months Ended
	June 30, 2013			September 30, 2013		December 31, 2013		March 31, 2014		June 30, 2014		September 30, 2014		December 31, 2014		March 31, 2015
	(in thousands)
Net income (loss)	$	(10	)	$	58	$	7	$	3,296	$	2,437	$	4,776	$	5,074	$	5,974
Interest expense		6,185			5,928		5,621		5,464		4,966		4,706		4,696		4,579
Income tax expense (benefit)		(604	)		3,515		358		2,883		2,128		4,174		4,011		4,511
Depreciation and amortization		7,767			8,335		8,960		8,568		8,478		8,779		9,277		9,859
EBITDA	$	13,338		$	17,836	$	14,946	$	20,211	$	18,009	$	22,435	$	23,058	$	24,923
Equity-based compensation(a)		2,300			2,533		2,946		2,325		2,582		2,658		469		1,965
Extinguishment of debt(b)		7,922			—		—		—		2,886		8		—		—
Non-cash impairment charges(c)		—			—		2,579		—		—		—		—		—
Management fee to related party(d)		231			222		222		230		230		230		357		286
Acquisition expenses(e)		270			—		118		1		66		264		131		7
Severance(f)		—			—		625		—		—		—		1,084		—
Loss (gain) on disposal of property and equipment		—			161		—		606		485		504		124		(46	)
Other non-comparable items(g)		799			497		1,241		401		1,070		360		1,775		205
Adjusted EBITDA	$	24,860		$	21,249	$	22,677	$	23,774	$	25,328	$	26,459	$	26,998	$	27,340

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^(a)

Represents costs associated with equity awards granted to attract and retain employees.

^(b)

Represents the write-off of unamortized deferred financing fees, loss on original issuance discount and lender fees in connection with debt refinancings. See "—Refinancings."

^(c)

Represents non-cash property and equipment and intangible impairment charges related to the discontinuation of certain clinical solutions in 2013.

^(d)

Represents annual management fees paid to Vestar under the management agreement, which will be terminated upon the closing of this offering. See "Certain Relationships and Related Party Transactions—Management Agreement."

^(e)

Represents transaction costs incurred in connection with completed and potential acquisitions. See "—Acquisitions."

^(f)

Represents non-recurring expense associated with executive separation agreements and targeted employee headcount reductions.

^(g)

Other non-comparable items include professional fees incurred in connection with strategic corporate planning and technology projects and expenses related to client retention due to the discontinuation of certain clinical solutions and software applications. We believe these are expenses that are not comparable as they relate to individual projects and initiatives. As a result, we believe they should be excluded from Adjusted EBITDA in order to enable investors and other interested parties to more effectively assess our period-over-period and ongoing operating performance.

Liquidity and Capital Resources

Overview

        Our principal uses of cash are to meet working capital requirements, fund debt obligations, finance capital expenditures and fund strategic acquisitions. In addition, we expect to use cash to support our growth strategy and cover additional expenses that we expect to incur as a public company. Our principal sources of funds are cash flows from operating activities and available borrowings under our Revolving Credit Facility.

        As of March 31, 2015, we had cash of $12.2 million and $29.9 million of available borrowings under our Revolving Credit Facility (after giving effect to a $0.1 million letter of credit outstanding under our Revolving Credit Facility). As of March 31, 2015, we had $416.2 million of outstanding indebtedness (which includes capital leases), and after giving effect to the application of the net proceeds from this offering as described under "Use of Proceeds," we would have had $241.2 million of outstanding indebtedness.

        On April 20, 2012, we refinanced our prior senior secured term loan facility and our senior subordinated notes with the proceeds from our Term Loan Facility and our Second Lien Term Loan Facility. On each of May 9, 2013 and May 9, 2014, we refinanced our Second Lien Term Loan Facility with new incremental first lien term loans borrowed under our Term Loan Facility in an aggregate amount of $85.0 million. The Second Lien Term Loan Facility was repaid in full as part of the 2014 refinancing. The 2013 and 2014 refinancings resulted in recognized loss on extinguishment of debt of $7.9 million and $2.9 million, respectively.

        We believe that our cash flows from operations, cash on hand and available borrowings under our Revolving Credit Facility will be sufficient to meet our liquidity needs during the next 12 months and beyond. We anticipate that to the extent that we require additional liquidity, it will be funded through the incurrence of indebtedness, including borrowings under our Revolving Credit Facility, equity financings or a combination thereof. It is not guaranteed that we will be able to obtain this additional liquidity on reasonable terms, or at all. Our liquidity and our ability to meet our obligations and fund our capital requirements are also dependent on our future financial performance, which is subject to general economic, financial and other factors that are beyond our control. Accordingly, there can be no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available under our Senior Secured Credit Facilities or otherwise to meet our liquidity needs.

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Although we have no specific current plans to do so, if we decide to pursue one or more significant acquisitions, we may incur additional debt or sell additional equity to finance such acquisitions.

Cash Flows

        The following table presents a summary of our cash flow for the periods indicated:

	Three Months ended March 31,						Year ended December 31,
	2015			2014			2014			2013			2012
	(in thousands)
Net cash provided by operating activities	$	11,399		$	12,455		$	54,768		$	53,911		$	44,897
Net cash used in investing activities		(2,726	)		(1,686	)		(47,591	)		(20,043	)		(43,085	)
Net cash provided by (used in) financing activities		(3,473	)		(13,854	)		(32,850	)		(9,078	)		1,362
Net increase (decrease) in cash	$	5,200		$	(3,085	)	$	(25,673	)	$	24,790		$	3,174

Operating Activities

        Cash provided by operating activities consisted of net income adjusted for certain non-cash items, including depreciation and amortization, equity-based compensation, extinguishment of debt, and deferred income taxes, as well as the effect of changes in working capital and other activities.

        Net cash provided by operating activities for the three months ended March 31, 2015 was $11.4 million compared to $12.5 million for the three months ended March 31, 2014, a decrease of $1.1 million, or 8.5%. Net cash provided by operating activities for the three months ended March 31, 2015 was driven by net income of $6.0 million, as adjusted for the exclusion of non-cash expenses totaling $13.3 million, and the negative net effect of $7.9 million of changes in working capital and other balance sheet accounts resulting in cash inflows of $11.4 million.

        Net cash provided by operating activities for the year ended December 31, 2014 was $54.8 million compared to $53.9 million for the year ended December 31, 2013, an increase of $0.9 million, or 1.6%. Net cash provided by operating activities was driven by net income of $15.6 million, as adjusted for the exclusion of non-cash expenses totaling $44.1 million, and the negative net effect of $4.9 million of changes in working capital and other balance sheet accounts resulting in cash inflows of $54.8 million.

        Net cash provided by operating activities for the year ended December 31, 2013 was $53.9 million compared to $44.9 million for the year ended December 31, 2012, an increase of $9.0 million, or 20.1%. Net cash provided by operating activities was driven by net income of $0.1 million, as adjusted for the exclusion of non-cash expenses totaling $59.4 million, and the negative net effect of $5.6 million of changes in working capital and other balance sheet accounts resulting in cash inflows of $53.9 million.

Investing Activities

        Our primary investing activities consisted of acquisition-related costs and purchases of property and equipment, which includes investments in capitalized computer software, facilities and infrastructure.

        Net cash used in investing activities was $2.7 million for the three months ended March 31, 2015 compared to $1.7 million for the three months ended March 31, 2014, an increase of $1.0 million, or 61.7%. This increase was primarily due to purchases of property and equipment of $2.7 million for the three months ended March 31, 2015, which exceeded purchases of property and equipment of $1.7 million for the three months ended March 31, 2014, as we continued to invest in infrastructure, facilities and software development. Investments were lower during the three months ended March 31,

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2014 as several larger software development projects were in the planning stages, and therefore not yet eligible for capitalization.

        Net cash used in investing activities was $47.6 million for the year ended December 31, 2014 compared to $20.0 million for the year ended December 31, 2013, an increase of $27.6 million, or 138.0%. This increase was primarily due to the acquisitions of NDNQI for $24.9 million and Dynamic Clinical Systems, Inc. for $3.3 million in the second quarter of 2014. Additionally, purchases of property and equipment of $19.4 million (including capitalized computer software development costs of $14.9 million) for 2014 exceeded purchases of $17.2 million (including capitalized computer software development costs of $16.5 million) for 2013, as we continued to invest in infrastructure, facilities and software development.

        Net cash used in investing activities was $20.0 million for the year ended December 31, 2013 compared to $43.1 million for the year ended December 31, 2012, a decrease of $23.1 million, or 53.5%. The decrease was primarily due to the acquisition of Morehead Associates, Inc. for $24.9 million in 2012. Purchases of property and equipment totaled $17.2 million (including capitalized computer software development costs of $16.5 million) in 2013, compared to $18.2 million (including capitalized computer software development costs of $13.8 million) in 2012.

Financing Activities

        Our primary financing activities consisted of borrowings under our credit facilities, payments on our long-term debt, repurchases of equity interests and proceeds from sales of equity units by our parent to employees, which were subsequently contributed to our equity.

        Net cash used in financing activities was $3.5 million for the three months ended March 31, 2015 compared to $13.9 million for the three months ended March 31, 2014, a decrease of $10.4 million. This decrease was mainly due to the payments on long-term debt of $11.9 million during the three months ended March 31, 2014 compared to $1.1 million during the three months ended March 31, 2015. Payments on long-term debt included a required excess cash flow payment of $11.0 million for the three months ended March 31, 2014. Additionally, repurchases of equity interests were $0.7 million for the three months ended March 31, 2015 compared to $1.6 million for 2014. These decreases were partially offset by an increase in payments on capital lease obligations from $0.4 million for the three months ended March 31, 2014 to $1.7 million for the three months ended March 31, 2015 in connection with several new capital leases entered into during the fourth quarter of 2014.

        Net cash used in financing activities was $32.9 million for the year ended December 31, 2014 compared to $9.1 million for the year ended December 31, 2013, an increase of $23.8 million. This increase was mainly due to payments on long-term debt of $67.7 million, primarily in connection with the refinancing of our Second Lien Term Loan Facility and a required excess cash flow payment of $11.0 million, partially offset by the net proceeds from the incurrence of long-term debt of $41.8 million. Additionally, repurchases of equity interests were $3.7 million for 2014, compared to $2.3 million for 2013.

        Net cash used in financing activities was $9.1 million for the year ended December 31, 2013 compared to net cash provided by financing activities of $1.4 million for the year ended December 31, 2012, a change of cash outflow of $10.5 million. For the year ended December 31, 2013, payments on long-term debt of $55.3 million under our Second Lien Term Loan Facility and the Term Loan Facility exceeded proceeds from the incurrence of $50.0 million of indebtedness under the Term Loan Facility. Additional financing cash outflows included deferred financing payments of $0.9 million and repurchases of equity interests of $2.3 million.

        For the year ended December 31, 2012, proceeds from the incurrence of $435.6 million of indebtedness exceeded payments on long-term debt of $419.8 million. Financing cash inflows of

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$6.0 million were generated with proceeds from the sale of equity interests. These cash inflows were offset by outflows for deferred financing payments of $8.9 million, repurchases of equity interests of $7.6 million, and the purchase of our interest rate cap for $1.4 million.

Senior Secured Credit Facilities

        On April 20, 2012, we, our parent, PG Holdco, and certain of our subsidiaries entered into a first lien credit agreement with Barclays Bank PLC, as administrative agent and collateral agent, and the other agents and lenders named therein, for Senior Secured Credit Facilities (as amended through the date of this prospectus, the "Senior Secured Credit Facilities"), consisting of a $400.0 million first lien term loan facility (the "Term Loan Facility") and a $30.0 million senior secured revolving credit facility (the "Revolving Credit Facility"). The Term Loan Facility has a six-year maturity and the Revolving Credit Facility has a five-year maturity.

        All of our obligations under the Senior Secured Credit Facilities are guaranteed by PG Holdco (which will be liquidated in the Distribution) and certain of our subsidiaries (the "Guarantors"). The obligations under our Senior Secured Credit Facilities are secured by substantially all of our and the Guarantors' assets.

        At our option, we may add term loan or revolving credit facilities or increase the commitments under the Term Loan Facility or the Revolving Credit Facility (subject to a $30.0 million maximum commitment under the Revolving Credit Facility), or issue incremental notes in lieu thereof, in an aggregate amount of $75.0 million plus an additional amount subject to certain leverage ratios and so long as certain conditions are met.

        Borrowings under the Senior Secured Credit Facilities bear interest at either:

•

in the case of ABR loans, the base rate equal to the greater of (a) the prime rate of Barclays Bank PLC, (b) the federal funds rate plus ¹/2 of 1.0%, and (c) the LIBOR rate (which shall be no less than 1.00% per annum) for an interest period of one-month plus 1.00%, plus a margin of (x) in the case of loans under the Term Loan Facility, 2.25% or (y) in the case of loans under our revolving credit facility, (1) 2.75% if our senior secured net leverage ratio is less than or equal to 4.00 to 1.00 or (2) 3.00% if our senior secured net leverage ratio is greater than 4:00 to 1.00; or

•

in the case of Eurodollar loans, the LIBOR rate, plus a margin of (a) in the case of loans under the Term Loan Facility, 3.25% or (b) in the case of loans under our revolving credit facility, (1) 3.75% if our senior secured net leverage ratio is less than or equal to 4.00 to 1.00 or (2) 4.00% if our senior secured net leverage ratio is greater than 4.00 to 1.00. We are also required to pay a commitment fee to the lenders under the Revolving Credit Facility at an initial rate of 0.50% of the average daily unutilized commitments thereunder. We must also pay customary letter of credit fees.

        The Senior Secured Credit Facilities require us to make mandatory prepayments, subject to certain exceptions, with: (i) 50% (which percentage will be reduced upon our achievement of certain senior secured net leverage ratios) of our annual excess cash flow; (ii) 100% of the net cash proceeds of all non-ordinary course assets sales or other dispositions of property, subject to certain exceptions and thresholds; and (iii) 100% of the net cash proceeds of any debt incurrence, other than debt permitted to be incurred under the Senior Secured Credit Facilities. We are required to repay the Term Loan Facility portion of the Senior Secured Credit Facilities in quarterly principal installments of $1.1 million, with the balance payable at maturity. We were not required to make an excess cash flow payment for 2014. We were required to make an excess cash flow payment of $11.0 million in 2013.

        The Senior Secured Credit Facilities contain financial maintenance covenants. We are required to maintain at the end of each fiscal quarter the senior secured net leverage ratio (4.75 to 1.00 at

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March 31, 2015, stepping down to 4.50 to 1.00 at December 31, 2015, 4.25 to 1.00 at March 31, 2016 and 4.00 to 1.00 at December 31, 2016 and thereafter) and a minimum interest coverage ratio (3.25 to 1.00 at March 31, 2015 and thereafter) with respect to such fiscal quarter.

        The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries to: (i) incur additional indebtedness; (ii) create liens on assets; (iii) engage in mergers, consolidations or sales of all or substantially all of our assets; (iv) sell assets; (v) pay dividends and distributions or repurchase capital stock; (vi) enter into hedge agreements; (vii) make acquisitions, investments, loans or advances; (viii) repay certain junior indebtedness; (ix) engage in certain transactions with affiliates; (x) amend material agreements governing certain of our junior indebtedness; and (xi) change our lines of business.

Contractual Obligations and Commitments

        Our historical contractual obligations and commitments as of December 31, 2014 are summarized in the table below. The table below does not give effect to the application of the net proceeds from this offering. See "Use of Proceeds."

	2015		2016		2017		2018		2019		Thereafter		Total
Long-term debt(a)	$	21,474	$	21,341	$	21,112	$	400,660	$	—	$	—	$	464,587
Capital lease obligations		4,715		3,892		2,126		788		477		40		12,038
Operating lease obligations(b)		2,659		2,575		770		761		647		167		7,579
Total	$	28,848	$	27,808	$	24,008	$	402,209	$	1,124	$	207	$	484,204

^(a)

Represents the principal amount of our long-term debt and the expected cash payments for interest on our long-term debt based on the interest rates in place and amounts outstanding at December 31, 2014.

^(b)

For a more detailed description of our operating leases, see note 9 to our audited consolidated financial statements included elsewhere in this prospectus.

Related Party Transactions

        For a detailed description of our related party transactions, see "Certain Relationships and Related Party Transactions."

Off-Balance Sheet Arrangements

        We do not have any off-balance sheet transactions or interests.

Critical Accounting Policies

        Our management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles ("GAAP"). The preparation of these consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. We base our estimates on historical experience, current business factors, and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. Changes in estimates and refinements in estimation methodologies are reflected in our reported results of operations; if material, the effects of changes in estimates are disclosed in the notes to our consolidated financial statements. We believe that the assumptions and estimates associated with revenue recognition, software development costs, goodwill

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and intangible assets and equity-based compensation have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. See also note 2 to our consolidated financial statements included elsewhere in this prospectus.

Revenue Recognition

        Revenue relates to services provided typically under annually renewable contracts, primarily from summarizing and benchmarking hospital patient experience surveys and quality improvement services. For annual service contracts, revenue (including mailing services revenue) is recognized on a ratable basis over the life of the contract. The contracts are generally cancelable on short or no notice by the customer without penalty. For most new clients, 50% of the total service contract is billed upon execution, and the remaining 50% is billed at different times during the contract term, depending on the type of contract. For most renewal contracts, 100% of the service contract is billed upon renewal. Any amounts billed in excess of the revenue recognized result in deferred revenue. We recognize revenue for services that have been earned but not billed. These unbilled amounts are recorded in other receivables on our consolidated balance sheets.

Property and Equipment

        Property and equipment consists of leasehold improvements, furniture, fixtures, equipment and capitalized internal software development costs. Property and equipment is stated at cost, less accumulated depreciation and amortization. Plant and equipment under capital leases are stated at the present value of minimum lease payments.

        Computer software development costs that are incurred in the preliminary project stage are expensed as incurred. During the development stage, direct consulting costs and payroll and payroll-related costs for employees that are directly associated with each project are capitalized and amortized over the estimated useful life of the software once placed into operation. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred.

        Depreciation is computed on a straight-line basis over the estimated useful lives of the respective assets. Amortization of leasehold improvements is computed on a straight-line basis over the shorter of the lease term or estimated useful life of the asset and is included in depreciation expense. The useful lives of property and equipment are as follows:

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Computer equipment and software 3 years;

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Furniture and fixtures 5-7 years;

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Leasehold improvements shorter of lease term or useful life; and

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Office equipment 5-7 years.

Goodwill and Intangible Assets

        Goodwill represents the excess of costs over fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in connection with business combinations and determined to have indefinite lives are not amortized, but are instead tested for impairment at least annually.

        We evaluate goodwill first using a qualitative assessment to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount. If the fair value of the reporting unit may be less than its carrying amount, we evaluate goodwill using a two-step impairment test; otherwise, we conclude that no impairment is indicated and we do not perform the two-step impairment test. If the qualitative assessment concludes that the two-step impairment test is necessary, we first compare the book value of the reporting unit, including goodwill, with its fair value. The fair

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value is estimated based on a market approach and a discounted cash flow analysis, also known as the income approach, and is reconciled back to the estimated equity value for us to ensure that the implied control premium is reasonable. If the book value of a reporting unit exceeds its fair value, we perform the second step to estimate an implied fair value of the reporting unit's goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill (including any unrecognized intangible assets). The difference between the total fair value of the reporting unit and the fair value of all the assets and liabilities other than goodwill is the implied fair value of that goodwill. The amount of impairment loss is equal to the excess of the book value of the goodwill over the implied fair value of that goodwill.

        We evaluate indefinite-lived intangible assets using a qualitative assessment to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If the fair value may be less than its carrying amount, the fair value of the intangible asset is estimated and compared to its carrying value to determine if impairment exists. Otherwise, no impairment is indicated and we do not perform the quantitative test. When the qualitative assessment is not utilized and a quantitative test is performed, we estimate the fair value of these intangible assets using the relief-from-royalty method, which requires assumptions related to royalty rates that the owner would otherwise be willing to pay to use the asset, as well as projected revenues from our long-range plan. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives and reviewed for impairment when impairment indicators are present.

Equity-Based Compensation

        PG Holdco, our parent, adopted an equity-based compensation plan, or the Plan, which authorizes the granting of various equity awards of preferred units, Class A common units, Class A-1 common units, Class B common units and Class C common units of PG Holdco to our employees and directors. The fair value of the awards of PG Holdco is reflected as expense on our accounts because the recipients are our employees. On an annual basis, we determine the fair value of each class of our PG Holdco's equity units using an enterprise value allocation methodology. In order to determine the enterprise value, we use a variety of widely accepted valuation techniques which consider a number of factors such as our financial performance, the values of comparable companies and the lack of marketability of PG Holdco's equity instruments. Significant assumptions include the expected term in which the units will be realized; a risk-free interest rate equal to the U.S. federal treasury bond rate consistent with the term assumption; expected dividend yield, for which there is none; and expected volatility based on the historical data of equity instruments of comparable companies. We classify immature awards as liabilities due to PG Holdco's right to repurchase the awards from the employee and PG Holdco's history of exercising such rights. We fund PG Holdco's repurchase obligations as PG Holdco is dependent upon us to meet its obligations. PG Holdco's repurchase right permits an employee to avoid the risks and rewards normally associated with equity ownership. We record compensation expense as units vest based upon the fair value of the respective award and adjust the accumulated immature awards to fair value in cost of revenue and general and administrative expenses in the consolidated statement of operations.

        Certain of the Class A common units and all of the Class C common units contain performance vesting conditions related to a change in control of us and related to PG Holdco's primary investor achieving a specified internal rate of return on its investment in us. We regularly assess the probability of these events occurring. At the time these events are determined to be probable, compensation expense will then be recognized in its entirety. As of March 31, 2015, there has been no expense recorded for such Class A common units or Class C common units.

        See also notes 2 and 11 to our audited consolidated financial statements included elsewhere in this prospectus. For additional information regarding the treatment of outstanding units in PG Holdco in

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connection with this offering and the Distribution, see "Executive and Director Compensation—Effect of the Distribution and this Offering."

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

        We are subject to interest rate risk in connection with our long-term indebtedness. Our principal interest rate exposure relates to loans outstanding under our Revolving Credit Facility and Term Loan Facility. All outstanding indebtedness under the Revolving Credit Facility and Term Loan Facility bears interest at a variable rate based on LIBOR. Each quarter point change in interest rates on such indebtedness under our Term Loan Facility would result in a change of $1.0 million to our interest expense on an annual basis, based on our outstanding balance of $407.4 million (exclusive of the original issue discount) at March 31, 2015, without giving effect to the interest rate cap agreement discussed below. There were no borrowings under the Revolving Credit Facility at March 31, 2015, December 31, 2014, 2013 or 2012. Assuming the $29.9 million of current borrowing capacity were drawn under the Revolving Credit Facility, a hypothetical quarter point change in interest rates on such variable rate debt would change our annual interest expense by $0.1 million, without giving effect to the interest rate cap agreement discussed below.

        To reduce the interest rate exposure related to our variable debt, we entered into an interest rate cap in a notional amount of $400.0 million effective May 9, 2012 and ending June 30, 2015. Under the terms of the cap, if LIBOR exceeds 1.5%, we receive from the counterparty a quarterly payment equal to the difference between LIBOR and 1.5%, multiplied by the notional amount.

Inflation Risk

        We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

JOBS Act

        We qualify as an "emerging growth company" pursuant to the provisions of the JOBS Act. For as long as we are an "emerging growth company," we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including:

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being permitted to present only two years of audited financial statements and only two years of related information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this prospectus;

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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements;

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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

        We have elected to take advantage of certain of the reduced disclosure obligations in this prospectus and may elect to take advantage of those or other reduced disclosure and reporting requirements in future filings. In particular, we have not included all of the executive compensation

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related information that would be required if we were not an emerging growth company. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

        In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have irrevocably elected not to avail ourselves of this exemption and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

        We could remain an "emerging growth company" until as late as December 31, 2020. See "Prospectus Summary—Implications of Being an Emerging Growth Company."

Recent Accounting Pronouncements

        In May 2014, the FASB issued Accounting Standards Update No. 2014-09 ("ASU 2014-09"), "Revenue from Contracts with Customers (Topic 606)." ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance under GAAP when it becomes effective. On April, 2015, the FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. An entity may choose to adopt ASU 2014-09 either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the standard. We are currently in the process of evaluating the impact that this new guidance will have on our consolidated financial statements and our method of adoption.

        In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This standard is effective for annual and interim periods beginning after December 15, 2015, but early adoption is permitted. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

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BUSINESS

Company Overview

        Press Ganey is a leading provider of patient experience measurement, performance analytics and strategic advisory solutions for healthcare organizations across the continuum of care. Our mission is to help healthcare organizations reduce patient suffering and improve clinical quality, safety and the patient experience. We provide our clients with innovative, technology-based solutions that capture the perspectives of patients, physicians, nurses and other healthcare employees which enable our clients to benchmark, analyze and improve the patient's care experience. We support clients in achieving the "Triple Aim" of improving the patient experience, managing their population's health and controlling costs through improved patient engagement and experience of care. We believe we offer a powerful value proposition to the healthcare industry, as we help drive transformational change through greater performance transparency, better care coordination and sustainable performance improvements.

        With nearly 30 years of experience, Press Ganey is recognized as a pioneer and thought leader in the approximately $3.7 billion U.S. market for patient experience measurement and performance improvement solutions. We believe clients value our solutions because of our scientific rigor in capturing and analyzing the patient experience, as well as our ability to interpret data and create actionable insights that positively impact the clinical, safety, operational and financial performance of healthcare organizations. We combine proprietary information with advanced analytics and a flexible software delivery interface to present targeted findings and predictive insights for improving patient care and outcomes. Our solutions identify key causes of variability in performance and correlate these to best practices observed across a wide population of providers. We utilize data on a secure, client-specific basis, as well as on an aggregated, de-identified basis, to enable our clients to understand their own performance with a high degree of specificity and to benchmark their performance against other providers and industry best practices. We believe our clients view us as a trusted partner that shares their commitment to reducing patient suffering through continuous, patient-centric performance improvement.

        Our clients are represented across the continuum of care and include hospitals, medical practices and other healthcare providers. As of January 1, 2015, we served more than 22,000 healthcare facilities, including 62% of acute care hospitals in the United States, 81% of acute care hospitals in the United States with more than 100 beds and 73% of medical practices in the United States with more than 50 physicians. We have strong and long-standing relationships with distinguished healthcare providers, including 89% of major teaching hospitals in the United States, and our the average duration of relationships with our hospital clients is approximately eight years. From 2012 to 2014, our average annual revenue retention rate was approximately 94%, which we believe is indicative of strong client satisfaction with our solutions and the nature of our long-term strategic client relationships. With our continued focus on innovation and thought leadership, we believe we have a significant opportunity to both expand our engagements within our existing client base and to increase the total number of healthcare organizations we serve.

        Healthcare providers increasingly recognize that patient-centric strategies can improve their performance from a clinical, safety, operational, financial and branding perspective. Our clients often cite moving their organization to a "patient-centric culture" as a top priority. We believe that we are well-positioned to benefit from our clients' shift in strategic focus, which is a function of numerous trends in the healthcare industry, including:

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Continued growth in U.S. healthcare spending;

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The shift to value-based payment models;

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Increased focus on population health to minimize costly interventions by promoting community well-being;

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Increased consumerism, including demands for quality and price transparency; and

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Expanding regulatory requirements focused on value-based reimbursement.

        Our solutions focus on providing our clients with technology-based solutions to support the transition toward patient-centric care. Through our focus on the patient experience, we assist our clients in their effort to improve care coordination, adopt performance transparency, build and enhance their brand position and, ultimately, reduce patient suffering. In 2013, we introduced a method of technology-based data aggregation, which we refer to as Census-Based Surveying, to allow our clients to more efficiently capture the voice of every patient. This method expands on traditional data collection methods through electronic means and organizes the data within our proprietary platform. Offering convenience and flexibility to patients as well as a common data structure for analysis, this innovative approach has resulted in significantly greater data collection and more detailed, reliable insights, thereby accelerating related performance improvement cycles. In addition, more comprehensive data has enabled healthcare providers to increase transparency, offering relevant, statistically valid performance information online directly to consumers.

        Our history of delivering value to our clients underlies our to strong financial performance. In 2014, we generated revenue of $281.6 million, Adjusted EBITDA of $102.6 million and net income of $15.6 million. We have demonstrated our ability to consistently invest in our business to expand our relationships and deliver innovative solutions, driven in part through targeted acquisitions and capital investments. For a reconciliation of Adjusted EBITDA to net income (loss), see "Prospectus Summary—Summary Consolidated Financial Data."

Industry Overview

        We operate in the large and growing healthcare industry, which is under increasing pressure to lower costs while concurrently improving care quality, safety and the patient experience. The current market for patient experience measurement and performance improvement solutions is approximately $3.7 billion and is projected to grow to approximately $6.0 billion by 2018. We believe the market for our solutions will increase due to the projected growth in U.S. healthcare spending, a shift to value-based care and population health management, the rise of consumerism in healthcare and expanding government regulations.

Projected Growth in U.S. Healthcare Spending

        Healthcare spending represents a significant and growing portion of the U.S. gross domestic product, or GDP. According to National Health Expenditures data reported by CMS, the United States spent $2.9 trillion on healthcare in 2013, accounting for nearly 18% of GDP. Healthcare spending growth is expected to continue to outpace the rest of the U.S. economy. According to CMS, the projected average annual growth of healthcare spending from 2013 through 2023 is 5.7%, which is greater than the expected average annual GDP growth over the same period. By 2023, overall U.S. healthcare spending is expected to reach $5.1 trillion. The majority of healthcare spending passes through hospitals and physician practices. Of the $2.9 trillion spent in 2013, $936.9 billion went to hospital care and $586.7 billion went to physicians and clinical services.

        Multiple factors contribute to the high and rising healthcare costs in the United States, including:

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An aging senior population and higher life expectancy;

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Increased access to healthcare through the Affordable Care Act;

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Advances in medical technology;

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A care coordination crisis within a complex healthcare system; and

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Legacy fee-for-service payment systems that reward volume over value.

Shift to Value-Based Healthcare

        We believe the current fee-for-service healthcare payment model has contributed to the significant growth in U.S. healthcare spending. Under the current system, providers are reimbursed based on volume of services provided, and end-users are shielded from the cost of care through health insurance and government healthcare programs such as Medicaid and Medicare. In response, commercial and government payors, as well as healthcare providers, are shifting away from this inefficient model and towards value-based models of care delivery and reimbursement.

        The transition away from the traditional fee-for-service payment model to a value-based care delivery model is occurring across the United States. In January 2015, the U.S. government outlined a plan to transition 50% of Medicare fee-for-service payment models to alternate payment models focused on quality and value by 2018. We believe that better understanding of the patients' needs and preferences, as well as a greater focus on treating patients like consumers, will be key to a successful transition for healthcare providers.

        Finally, with the emergence of new payment models, quality measures and readmission penalties, there is an increased need for both payors and providers to successfully manage the health of their patient populations by engaging patients more actively in prevention and care management than ever before. The main goal of population health management is prevention, which is a stark change from typical care delivery in the United States, which focuses on the treatment of illness in high-acuity, expensive settings, such as an emergency room. While population health management focuses partly on high-risk patients who generate the majority of health costs, it seeks to systematically promote wellness and actively manage chronic conditions. To achieve and sustain cost reduction and encourage proper utilization, providers will also need to engage patients in shared decision making. In order to design a more patient-centric system that encourages patient engagement, providers will need to develop new frameworks in which every patient is given a voice in their care. Sustainability of these new frameworks will require operational integration and advanced analytics that will drive targeted, day-to-day improvements.

Rise of Consumerism in Healthcare

        Today, consumers are being challenged to make better-informed healthcare decisions and healthier lifestyle choices as they increasingly bear more personal financial responsibility for their healthcare costs under increasingly restricted networks and high-deductible health plans. We believe this shift in financial responsibility has made direct consumer spending the fastest-growing segment of healthcare costs in the United States.

        As consumers shoulder more financial responsibility for their care, they also gain the benefit of having more control over their healthcare purchasing decisions. In this context, the availability and reliability of cost and quality information has become increasingly important. Historically, objective data were difficult to find, or not available, and individuals would rely on incomplete information from sources such as family, friends, insurance networks and referrals from doctors to make healthcare decisions. Today, consumers can access and obtain standardized, detailed cost, quality, and outcome metrics associated with specific providers, procedures and medications. To retain existing patients and grow market share, providers will need to collect, display and improve these metrics. In addition, more comprehensive data have enabled healthcare providers to engage in reputation management through transparency, helping them control the online dialog with scientifically rigorous, performance data. The shift to a more informed and engaged consumer is resulting in new challenges and opportunities for

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healthcare organizations and is driving demand for patient experience measurement and performance improvement solutions, such as ours.

Expanding Government Regulations

        Numerous government regulations have been implemented over the past several years that have increased the relevance and importance of patient experience measurement and performance improvement solutions. The Affordable Care Act is and will continue to be a catalyst for significant transformation toward more patient-centric, value-driven care across the U.S. healthcare industry.

        The Affordable Care Act expanded healthcare coverage for the uninsured and also introduced a wide variety of reforms to the Medicare payment system that encourage a movement from fee-for-service to value-based, patient-centric care. With the passage of the Affordable Care Act, most healthcare providers are required, or will be required in the future, to participate in Consumer Assessment of Healthcare Providers and Systems, or CAHPS, programs. CAHPS programs were developed by CMS and produced the first nationally standardized instruments for collecting and reporting patients' perspectives of care to enable comparisons within care settings such as hospitals, home health, physician practices and dialysis providers.

        Hospital participation in the hospital CAHPS, or HCAHPS, program has been mandatory for all hospitals subject to the Inpatient Prospective Payment System, or IPPS, since July 2007, and hospitals risk losing a percentage of their annual payment update, or APU, if they fail to report CAHPS data for any calendar quarter. Similar reporting mandates are in place for accountable care organizations (ACO CAHPS), medical groups (CG CAHPS) and home health (HH CAHPS), and are in the preliminary voluntary reporting phase for pediatrics (Child HCAHPS), emergency department (ED CAHPS), hospice (Hospice CAHPS), in-center hemodialysis (ICH CAHPS) and outpatient surgery (OS CAHPS).

        Beginning in 2013, under the Hospital Value-Based Purchasing program, Medicare began withholding 1% of Medicare payments to hospitals, a figure which will increase to 2% by 2017. This pool of withheld funding is then re-allocated to hospitals based on their performance relative to other hospitals on patient experience and clinical quality measures, among other metrics. Commercial payors are also implementing programs similar to regulatory value-based payment models.

        We believe these reforms represent a significant shift in the healthcare marketplace. Providers have an incentive to reduce the costs of care, focus on preventative medicine and better engage consumers.

Our Strengths

        Established position of industry leadership.    For nearly 30 years, we have partnered with healthcare organizations to improve the patient experience and drive better clinical, safety, operational and financial outcomes. As of January 1, 2015, we served more than 22,000 healthcare facilities across the continuum of care, representing 62% of acute care hospitals in the United States, 81% of acute care hospitals in the United States with more than 100 beds, 89% of major teaching hospitals in the United States and 73% of medical practices in the United States with more than 50 physicians. Through scientific and clinical rigor, we believe we have developed a reputation as an authority on patient-centric care, and we are recognized for our thought leadership and innovation. We are credited with:

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Leadership in the patient experience movement by refocusing care on the "noble cause of reducing patient suffering";

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Advancing the performance transparency movement and increasing patient engagement and physician accountability;

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Introducing the Compassionate Connected Care model that aims to transform the healthcare system through a new suite of reporting and consulting services designed to measure and reduce patient suffering; and

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Founding The Institute for Innovation, a non-profit organization established in 2013, to further advance the patient experience and to act as an incubator for forward-thinking industry solutions.

        Our thought leadership efforts provide opportunities for an ongoing dialogue with healthcare providers at the executive level and with other key stakeholders in healthcare organizations.

        Comprehensive suite of integrated solutions that drives measurable value.    We offer a suite of solutions that integrates the experiences of patients, physicians, nurses and employees to pinpoint opportunities to reduce patient suffering, drive engagement and improve performance. We analyze data to identify actionable insights that promote care coordination and communication, and simultaneously improve care quality, safety and financial outcomes for our clients. Our solutions are complementary, providing additional clinical, safety, operational and financial value when used as a full suite. Our proprietary reporting methodologies enable clients to understand the full patient care experience with a high degree of specificity and to contextualize it across specialty or healthcare settings. We believe that dashboard views of our data sets, which are supported by business intelligence tools present the information in an optimal way to assist our clients in understanding and applying the insights to effect positive change. Our advisors interpret findings, create actionable plans and evaluate progress with our clients' executives and managers to continually assess improvement goals and opportunities. A team of our professional consultants facilitates change through discrete engagements that assess current care delivery processes and design and help implement improvement plans.

        Detailed, actionable insights through advanced analytics.    The foundation of our offering is an information asset and technology platform that offers timely, secure information to our clients in an easily accessible format that is focused on driving targeted action plans to continuously improve the quality of care. Our solutions identify key causes of variability in performance, and correlate these to best practices observed across a wide population of providers. We utilize data on a secure, client-specific basis, as well as on an aggregated, de-identified basis, to enable our clients to understand their own performance with a high degree of specificity and to benchmark their performance against other providers and industry best practices. We invest significant resources in data scientists, who identify common variables in the process of care and outcomes for our clients, and deliver these insights through an intuitive, decision-oriented framework designed to promote action and improvement. We believe our advanced analytics enable our clients to better understand their patient experience data and address current and potential future deficiencies in care.

        Large, continuously expanding information asset.    We believe our patient experience database is one of the largest and most comprehensive of its kind. With nearly 30 years in the industry and approximately 19 million patient experiences captured in 2014, we believe that our information asset is difficult to replicate and offers a competitive advantage. Our continued investments in technology-based solutions, such as our Census-Based Surveying, provide our clients with the ability to significantly increase their insight into the experiences of patients, physicians, nurses and employees. We utilize multiple forms of data collection, including electronic mail and phone, in order to expand our information asset. In 2014, we distributed over 105 million surveys, including 33 million electronically and 72 million by mail. We believe our extensive information asset deepens our understanding of the patient experience and engagement movement and enhances the statistical significance, benchmarking opportunities and value of our insights.

        Highly recurring revenue model with inherent scalability and operating leverage.    We believe we have an attractive business model due to the recurring nature of our revenue, scalability of our solutions and

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operating leverage. Our average annual revenue retention rate from 2012 to 2014 was approximately 94% and our average client revenue retention rate from 2012 to 2014 was approximately 97%, which we believe reflects strong client satisfaction with our solutions. Our information asset and technology platform can be utilized to support new products, and our business model has operating leverage with greater profitability on incremental revenue. Historically, we have invested a portion of our free cash flow in our product suite, which has enabled us to maintain a competitive advantage while continuing to deliver greater value.

        Experienced management team with a track record of performance.    Our senior management team has extensive experience in the healthcare industry and a deep understanding of the patient experience and performance improvement market. In addition, our senior management team has a proven track record of successful strategic acquisitions. In the past five years, we have successfully acquired and integrated eight businesses to support our growth, further enhancing our comprehensive suite of solutions and expanding our market leadership position. With our talented management team, we believe we are well-positioned for long-term growth.

Our Business Strategy

        In order to maintain and grow our leading industry position, we are pursuing the following business strategies to reduce suffering and improve care coordination:

        Empower healthcare providers to improve the patient experience.    We are a mission-driven organization that focuses on reducing suffering and improving the experiences of patients. We partner with our clients, including hospitals, medical practices and other healthcare providers across the continuum of care, to deliver insights that are tailored to each client's specific needs. We plan to continue our relationships with healthcare providers that share our mission of reducing patient suffering and improving the patient experience. Through our thought leadership initiatives, we aim to advance the industry conversation and offer exclusive previews of our insights and access to resources to our clients. Through our conferences, symposia and roundtable events, we plan to continue to create a forum for our clients to explore solutions to the industry's challenges and to share best practices.

        Drive value through thought leadership and product innovation.    We help our clients anticipate and respond to industry trends, such as increased consumerism, the demand for performance transparency and the shift to value-based payment models. Our thought leadership helps us identify commercial opportunities for new products that allow clients to improve care coordination and clinical, safety, operational and financial performance. We intend to continue to invest in technology and human capital in order to increase the quality, accuracy and timeliness of our offerings. In 2013 and 2014, the introduction of Census-Based Surveying and the insights provided by this advanced method of technology-based data aggregation enabled us to introduce several new products and market concepts that are being prepared for market introduction in 2015 and 2016. These concepts include:

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Compassionate Connected Care.  We have developed a new suite of reporting and consulting services designed to measure and reduce patient suffering. Our proprietary C3 technology platform leverages existing data to present improvement opportunities in patient-centered terms that resonate with clinicians in their mission to reduce suffering. As part of the program, we will offer consulting services as well as training to help clients adopt more patient-centric behaviors.

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Provider Transparency.  The rise of consumerism and the emergence of web-based provider reviews have resulted in the need for healthcare providers to engage in their own brand management. We expect to enable clients to manage their own market reputation by helping them control the online dialogue through the presentation of statistically valid and informative performance data.

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Epidemic of Empathy.  We believe physician engagement, alignment and patient-centric care are determining factors in patient loyalty in an increasingly competitive environment. By defining improvement opportunities as seen through the eyes of the patient, we encourage more engaged, empathic behavior. Our expanded physician-to-physician consulting services are intended to support behavioral, operational and cultural changes within an organization.

        Expand our existing client relationships.    We believe we have a significant opportunity to expand our relationships with our existing clients by continuing to demonstrate the value of our suite of solutions in delivering improved clinical, safety, operational and financial outcomes. While we hold a 62% market share in the United States in the acute care hospital setting as of January 1, 2015, only 44% of our existing hospital clients utilized more than one of our solutions, which we believe represents a significant growth opportunity. We will continue to focus on building strategic relationships with our clients' senior executives as well as direct program managers, which we believe is a key strategy in maintaining and improving our high client and revenue retention rates. With a focus on technology-based innovation, we will seek to expand our solutions and to increase both the sophistication of our analytics and the ease of use for our clients. Through these initiatives, we plan to offer intuitive, actionable strategies to our clients to help increase their clinical, safety, operational and financial performance. We intend to increase engagement with existing clients facing expanded CAHPS regulatory requirements and to enhance our clients' understanding of the complete patient experience.

        Attract new clients and expand our patient experience database to maximize insight.    We intend to add new client relationships, thereby enhancing the depth and accuracy of our information asset and expanding our insights across the continuum of healthcare providers. With the benefit of what we believe is a strong value proposition and related brand equity, we intend to increase our client base through targeted expansion strategies focusing on the hospitals, medical practices and other healthcare providers. We also plan to expand into market segments that are in the process of implementing or preparing for CAHPS programs. In 2013 and 2014, we focused on expanding our market share of medical practices with more than 50 physicians. We intend to replicate this growth strategy in additional segments of healthcare organizations where we believe we can make a targeted, positive impact.

        Support advanced strategic transformation with professional services.    We offer a variety of professional services to assist and enable clients to maximize their transition to a patient-centric care model. Our data scientists support clients with targeted analytics and provide interpretation of the patient experience data, and our advisors assist in the development of detailed action plans that align with our clients' long-term strategies. Through our consulting team, we assist clients with the design and implementation of advanced patient-centric care strategies. We offer learning solutions that enable our clients to manage human capital development and to train their professionals for maximum improvement in clinical outcomes, safety and efficiency.

        Expand our capabilities through strategic acquisitions and partnerships.    We have a strong track record of identifying, acquiring and integrating high-quality technology and service providers that complement and enhance the value of our existing offerings. We target companies that provide a natural extension of our solutions and are culturally aligned with our mission. We will seek to acquire businesses that strengthen our capabilities, particularly where specific insights can be translated into our analytics platform to provide a more scalable solution and where technologies increase the flexibility of our data set or the ease of use for our clients. Over the past five years, we have successfully acquired and integrated eight companies, which we believe has significantly increased our value proposition to our collective client base. We may also seek strategic partnerships that allow us to pursue new opportunities with greater flexibility and lower capital at risk while also providing us with access to new technologies, services and solutions.

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Our Solutions

        Our solutions enable healthcare providers across the continuum of care to identify opportunities to reduce patient suffering and improve their clinical, safety, operational and financial performance. Through our offerings, we provide insights based on patient, physician, nurse and employee feedback, as well as other clinical data. Through innovative technology-based solutions, we offer advanced analytics tools which our clients use to understand the data and prioritize opportunities. Our solutions help interpret the data and drive continuous improvement initiatives, which are promoted across client organizations through our educational capabilities.

        Our unique approach enables clients to measure and understand the patient's entire experience of care. Our solutions complement each other and provide optimal value when delivered together. Our comprehensive suite of solutions includes:

Press Ganey Solutions

Patient Experience Solutions	Clinical and Quality Solutions	Consulting Services
• Patient experience insights • Physician, nurse and employee alignment and engagement	• Nursing quality indicators • Patient reported outcome measures • Core measures	• Patient experience improvement • Process flow • Advanced analytics and insights

Patient Experience Solutions

        We measure and analyze data collected directly from patients and caregivers. We provide analytics and insights that enable our healthcare clients to understand their data and to improve the patient experience.

        Patient Experience Insights.    In 2014, we measured approximately 19 million patient experiences through paper, phone, mobile and other electronic modes, including approximately 5 million through our online proprietary platform. Each piece of data collected is stored in our data warehouse and client data can be viewed through our proprietary reporting platform and compared against timely benchmark data.

        Recently, we introduced the concept of "giving every patient a voice" through our Census-Based Surveying program, which allows clients to efficiently capture the voice of every patient. This method expands on traditional data collection methods of mail or phone by using electronic means to significantly increase the amount of data collected. This innovative approach has resulted in more detailed and reliable insights, thereby accelerating related performance improvement cycles. In addition, more comprehensive data has encouraged healthcare providers to increase transparency and offer relevant, statistically valid performance information directly to consumers. Medical practice clients participating for at least two quarters in our Census-Based Surveying program have on average reported an 80% increase in the amount of data collected and observed and an increase from 39% to 48% in patient experience peer performance scores.

        Many of our clients use their patient experience data to participate in regulatory and pay for performance initiatives such as the CAHPS programs. We actively help our clients prepare for and satisfy reporting requirements under these types of programs. A number of key programs we support include ACO CAHPS, CG CAHPS, Child HCAHPS, ED CAHPS, HCAHPS, HH CAHPS, Hospice CAHPS, ICH CAHPS and OS CAHPS. We strive to help our clients meet their regulatory requirements while simultaneously delivering our clients a more complete picture of the patient experience for overall improvement initiatives.

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        Physician, Nurse and Employee Alignment and Engagement.    Our alignment and engagement solutions measure physician, nurse and employee experiences during the care process. This measurement assesses the key drivers of engagement by measuring perceptions of the healthcare organization's performance, perceptions of its leadership and performance of key departments and staff. Our alignment and engagement solutions are powered by an intuitive, web-based results delivery system that integrates the voices of physicians, nurses and employees. By capturing caregiver feedback across care settings and pairing it with our patient insights, our solutions enable organizations to achieve greater accountability and create a patient-centric culture.

        Many providers have found that our patient experience solutions are powerful tools for improving clinical performance as well as operational and financial performance. Patients provide a critical viewpoint into the organization's operations that can identify readmission drivers, efficiency bottlenecks, staffing issues, and process failures. Our data consistently show a statistically significant correlation between patient experience and quality and cost metrics. For example, as shown in the figure below, top performing hospitals in terms of patient experience, as measured by HCAHPS scores, have a direct correlation with CMS spending on hospital readmissions (quality metric) and with hospital net margins (cost metric).

Source: Based on MSPB (Medicare Spending per Beneficiary) 2012, HCAHPS

Note: Hospital Compare 2012 and Billian's 2012 data, N=2,655.

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        In addition, our data have shown that higher patient experience reliability score rankings, which is a ranking that represents the percentage of patients that provide the highest rating to every question, are linked to shorter average length of stay for a patient, which is an indicator of better clinical and financial performance.

        As part of our patient experience solutions, our clients are provided advanced analytics and insights that compile and analyze the results of our patient experience data on our online proprietary platform in a transparent and efficient manner, including timely display of patient and caregiver feedback. Our data scientists and analytics staff identify common variables in the process of care and outcomes for our clients, and deliver these insights through an intuitive, decision-oriented framework designed to promote action and improvement by healthcare organizations.

        The breadth of our data and online analytics platform allows us to provide industry benchmark comparisons based on client-defined segments, such as geographic, community or other custom peer groups. We believe that dashboard views of our data, supported by business intelligence tools, present the information in an optimal way to assist our clients in understanding and applying the insights to deliver sustainable improvement.

        Our physician, nurse and employee alignment and engagement reporting platform provides meaningful insights, including engagement scores, strengths and concerns, key drivers, and domain scores for leadership, organization, department and staff. Our reporting platform integrates data from patient experience and caregiver engagement results to deliver deeper insights. Our findings enable our clients to focus on human capital initiatives, prioritize systemic change, implement work unit interventions and align employees around patient experience goals and business strategies. As a result, our clients have the tools to understand where and how to drive change within their organization's culture to engage employees and retain key talent.

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        The figure below provides an illustrative dashboard performance scorecard with client-defined segments and benchmarks:

        In addition, as part of our patient experience solutions, our clients are supported by advisory services from healthcare professionals who interpret patient experience results and construct continuous improvement plans that identify priorities and help drive continuous improvement. Our advisors assist with the implementation of key initiatives and work with the client to ensure progress through quarterly executive business reviews in which organizational improvement goals are evaluated, performance is assessed and market updates are shared. Our employee engagement advisors have expertise in developing engaged workforces, prioritizing systemic changes and aligning physicians with improvement strategies. We offer educational solutions to our clients that include courseware, conferences and the sharing of best practices.

Clinical and Quality Solutions

        We offer clinical and quality solutions to understand patient reported outcome measures, or PROMs, nursing quality measures and clinical outcomes data. These solutions, supported by clinicians and quality experts, enable collaborative decision-making across a health system or organization to achieve performance improvement.

        Nursing Quality Indicators.    Our National Database of Nursing Quality Indicators, or NDNQI, program collects nursing-sensitive quality indicators, enabling action-planning and intervention for clients that need to improve their quality indicator scores. NDNQI helps hospitals achieve the highest levels of nursing performance by tracking progress and meeting data requirements for the Magnet Recognition Program, developed by the American Nurses Credentialing Center, that recognizes healthcare organizations for quality patient care, nursing excellence and innovations in professional nursing practice. As of January 1, 2015, we had more than 1,870 U.S. hospitals and 68% of Magnet-recognized facilities participating in our NDNQI program.

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        Patient Reported Outcome Measures.    We capture information on the impact of medical care on the functional status and quality of life of a patient in a consistent manner over various periods of time. The data is analyzed, scored and used in clinical decision making. Our PROMs solution engages patients in their care setting and provides a more complete picture of patient experience. Demand for PROMs is a growing field of interest in the healthcare industry.

        Core Measures.    Our solution is a software data collection tool which enables providers to track and submit data on core measures. Implemented by CMS in 2003, core measures track a variety of evidence-based, scientifically-researched standards of care which have been shown to result in improved clinical outcomes for patients. Core measures data submission and scores impact reimbursement through valued-based payment models. Clients are teamed with dedicated clinical performance advisors with a deep understanding in performance measurement and the complexities and nuances of the national and other value based reporting programs. Our core measures solution delivers reliable and timely reporting with comprehensive data collection, concurrent abstraction, reporting and analysis and support from quality experts.

Consulting Services

        We offer a broad range of customized consulting services, including solutions for overcoming cultural barriers, implementing purposeful physician, nurse and leadership rounding programs, evaluating and modifying work flow and creating targeted communication programs. Our consultants help organizations design, implement and sustain comprehensive patient experience strategies that aim to reduce patient suffering, engage key stakeholders and build compassionate connected care systems. Our approach brings together expertise focused on organizational culture and operational efficiency—all driven by our data and analytics capabilities.

Thought Leadership Initiatives

        With nearly 30 years of experience, our brand is recognized in the industry for thought leadership and innovation. We believe our thought leadership insights support our clients in achieving the "Triple Aim" of improving the patient experience, managing their population's health and controlling costs through improved patient-centric care. Our thought leadership forums include national and regional conferences, publications, white papers, speaking engagements, quarterly roundtables, blogs and newsletters in key trade publications and are integrated at various levels into our patient experience, engagement and improvement solutions. In addition, our management team frequently meets with C-suite executives to discuss our solutions and our mission to reduce patient suffering. The cornerstone event of the year is our National Client and Executive Leadership Conference, or NCC, a three day conference that drew over 2,500 participants in 2014, including over 300 C-suite executives. With over 70 continuing education-accredited sessions, the NCC provides both educational and networking opportunities, as clients convene to discuss the future of the healthcare industry, learn best practices and connect with our healthcare professionals.

        Our five annual regional symposia, which historically have drawn over 1,000 attendees in total, constitute another leading forum for clients to collaborate with peers and explore the path to improving the patient experience. The regional symposia provide attendees with insights and innovative strategies for creating a patient-centric organization.

        In 2013, in an effort to further advance the study and understanding of the patient experience and support our mission to reduce patient suffering, we launched the Institute for Innovation, a non-profit organization. Today, the founding executive council of the Institute for Innovation is comprised of 29 leading healthcare organizations from around the United States, with broad representation from a number of disciplines within the healthcare industry. The Institute for Innovation is investing in research to advance the healthcare industry's understanding of the patient experience and the

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improvement of patient care from both the patient and healthcare provider perspective. All research results are published to help drive improvement in the healthcare industry.

Client Case Studies

        The following examples illustrate how we partner with healthcare organizations to help them reduce suffering and improve clinical, quality, safety and patient experience performance through our solutions. Management believes that the below examples are representative of the impact our services and solutions have on our clients. While we believe the information in each of these examples is reliable, no third party has independently verified the data provided in these examples and we cannot provide any assurance regarding the future success of our services and solutions. Our clients have given and not withdrawn their consent to the inclusion of the below information in this prospectus in the form and content in which it is included.

University of Utah Health Care

        University of Utah Health Care, an integrated academic medical system encompassing four university hospitals, 10 community clinics and specialty centers, undertook a transparency initiative as part of their overall strategy to improve the patient experience. Seeking to increase insights and accountability, University of Utah Health Care implemented our patient experience solutions to expand their data collection through Census Based Surveying. With the goal of ultimately offering full market transparency, the client's objective was to deliver a scientifically rigorous and accurate view of physician performance to both their physicians and patients.

        At the end of 2010, only 137 physicians in a system of almost 1,200 had 30 or more returned patient surveys. The client's management team recognized that low patient survey volume sent by mail limited the data collected and therefore the insights needed to help physicians identify areas in need of improvement.

        In January 2011, the client engaged us for our patient experience solutions and to implement Census Based Surveying, which led to an approximately 170% increase in survey returns from 18,882 in 2010 to 51,138 in 2012 as well as a significant increase in the number of patient comments in the surveys. With internal transparency of these data, according to the client, physicians were able to compare their performance to that of their colleagues, which in turn led to conversations with physician leaders about strengths and weaknesses and engagement in improvement efforts and, ultimately, the adoption of methods designed to increase scores across multiple patient experience domains.

        The client also observed that online consumer review websites lacked quality control and portrayed a limited, unrepresentative picture of the patient care they provided. According to the client, the data derived from the Census Based Surveying program, along with the significant number of patient comments in the surveys, indicated that its patients were highly satisfied with their care. To represent its high-quality patient experience data to the market, the client began developing its own online physician review site, which it modeled after traditional online review sites that contain "star ratings" and comments. Specifically, performance scores for each physician from its medical practice survey were converted from a five-level Likert-type rating scale (a commonly used scale by researchers to measure attitudes) to a rating system of one to five stars for provider-related measures. These scores were then averaged to create an overall Patient Rating score for each physician.

        In December 2012, the full site went public. Patients could search for information on the University of Utah Health Care's physicians and find clinical, academic and educational information as well as patient ratings and comments.

        According to the client, the impact to date has been significant. Increased transparency helped drive accountability among their caregivers, often resulting in significant performance improvement. Supported by our patient experience solutions and insights, after implementing transparency this client

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witnessed a rise in their physician ratings from 9% of their providers ranked in the top 10 percentile in 2010 to over 50% of their providers ranked in the top 10 percentile in 2014 based on Press Ganey's benchmarking database. Further, their providers rated in the top one percentile increased from just 3% of providers to 26% over the same period.

        The client also observed that prior to publishing online reviews in December 2012, the client's physician-profile page views totaled 32,144. In March 2014, monthly page views had increased nearly four times to 122,072.

        Through a blend of deeper data, actionable insights derived from this information and disciplined leadership, the client experienced significant improvement in their patient experience performance.

Carolinas HealthCare System

        Carolinas HealthCare System, a nonprofit hospital network which operates hospitals, freestanding emergency departments, urgent care centers and medical practices in North and South Carolina sought to measure employee engagement during the care process. According to the Carolinas HealthCare System, their focus was to drive greater accountability among their caregivers while creating a more patient-centric culture.

        Carolinas HealthCare System began using our employee engagement solution in 2004. After their first survey, their engagement was well within Press Ganey's top quartile. As a result, Carolinas HealthCare System did not develop a strategy to build engagement beyond administering an annual survey and reporting the results. Over the years, Carolinas HealthCare System's engagement scores declined in Press Ganey's database until 2010, when scores fell to the 76^th percentile, barely remaining in the top quartile. In response, Carolinas HealthCare System developed a comprehensive engagement strategy, implementing many of Press Ganey's prescribed approaches, including integrating engagement into facility-level scorecards and leveraging our data to understand specifically where within their organization they needed to focus. After these changes were made, employee engagement moved to the 93^rd percentile in 2011 and has since consistently remained in the top decile.

        As a result of their comprehensive engagement strategy and supported by our employee engagement solutions, Carolinas HealthCare System observed significant performance benefits as indicated by the following metrics:

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Efficiency (measured by the ratio of patient discharges per employee) which improved by 23% from 2009 through 2013.

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Effectiveness (measured by net patient revenue per employee) which improved by 17% from 2009 through 2013.

Clients

        We have strong and long-standing relationships with our clients. We provide our patient experience services to our clients under contracts that typically have terms of one year or more. Our average annual revenue retention rate from 2012 to 2014 was approximately 94% and our average client revenue retention rate from 2012 to 2014 was approximately 97%, which we believe reflects strong client satisfaction with our solutions. We believe our clients view us as a trusted partner that shares their commitment to reducing patient suffering through continuous, patient-centric performance improvement.

        Our clients are represented across the continuum of care and include hospitals, medical practices and other healthcare providers. As of January 1, 2015, we served more than 22,000 healthcare facilities, including 62% of acute care hospitals in the United States, 81% of acute care hospitals in the United States with more than 100 beds and 73% of medical practices in the United States with more than 50 physicians. No single client represented more than 2% of our revenues in 2014.

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Our Technology

        Through the application of our information technology platform, we help our clients achieve insight and improvement in patient experience, clinical effectiveness and operational and financial outcomes. Since January 1, 2012, we have invested more than $52 million in our technology infrastructure, applications, and warehousing capabilities, including $20.4 million in 2014, to further improve what we believe is one of the largest and most advanced patient experience and performance improvement technology platforms in the industry. Our platform captured approximately 1.5 billion distinct medical events in 2014, providing for a significant amount of patient experience data that we analyzed on behalf of our clients.

        As a result of our recent investments in our information technology infrastructure, we have the ability to apply our Census-Based Surveying to collect and analyze significantly larger data sets. Our proprietary algorithms convert this raw data into comparative information that allows clients to benchmark their current performance against their own historic scores and those of their peers. The investment in increased analytical power, coupled with increasing levels of statistical significance of our data at the physician, unit, service and facility level, has increased both the quality and scope of the analytics we are able to provide to our clients.

        We have constructed safeguards to ensure the safety of both client data and our own proprietary data algorithms. We receive data at our primary data storage center in South Bend, Indiana. Our technology initiatives are designed to enhance the security, confidentiality, integrity and availability of data and systems. In 2014, we experienced operational effectiveness of 99%, which we calculate by dividing the total number of errors in the collection, compilation and/or presentation of data we send to clients by the total requests for data we receive.

Privacy Management and Security

        We collect, process, use and store a large amount of information from patients and clients and their employees. This data is often accessed by us and our clients through transmissions over public and private networks, including the Internet. Patients provide us with personal data about themselves or their family members, which may reveal health-related information or other personal information. Patient health information is among the most sensitive of personal information, and it is critically important that information about an individual's healthcare is properly protected from inappropriate access, use or disclosure. Numerous federal and state laws and regulations govern collection, dissemination, use and confidentiality of personally identifiable health information. See "—Government Regulation."

        We continuously develop our privacy and security practices and devote significant resources to the collection, processing, analysis, reporting and use of patient health information and personally identifiable and other sensitive information. We employ a wide variety of methods to manage privacy and security, including:

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governance, frameworks, and models to promote good decision making and accountability;

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a layered approach to privacy management and data security to avoid single points of failure;

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ongoing evaluation of privacy and security practices to promote continuous improvement;

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use of safeguards and controls, including administrative, technical, and physical safeguards;

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collaboration with our clients on best security and privacy practices; and

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working closely with leading researchers, policy makers, thought leaders and others in a variety of fields relevant to the application of effective privacy and security practices.

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Intellectual Property

        We protect our proprietary technology and intellectual property rights by relying on United States and worldwide federal, state and common law rights, as well as contractual restrictions, including those regarding patents, copyrights, trademarks and trade secrets. We control access to our proprietary technology and intellectual property, in part, by entering into confidentiality and proprietary rights agreements with our employees, contractors and business partners. We also control the use of our proprietary technology and intellectual property through provisions in our client agreements, business partner agreements and website terms of use.

        Our registered trademarks in the United States include "Press Ganey," as well as others. We have one patent application on file in the United States and intend to pursue additional patents to the extent we believe that patent protection would be beneficial or cost effective.

Sales and Marketing

        Our sales and marketing teams consists of over 60 direct sales representatives and we offer geographically-based client support through our team of healthcare professionals, including 300 market/client-facing personnel. Sales and marketing activities represent a significant portion of our total operating expenses and account for a significant portion of the costs that we incur in acquiring new clients and retaining existing clients.

        Our sales and marketing efforts focus on our thought leadership, best practices and innovation and our brand is recognized in the industry for these qualities. In particular, we promote awareness of our brand through our thought leadership initiatives, which are intended to elevate the market dialogue and act as a platform for our interaction with the media. Our communications efforts also ensure an ongoing dialogue with key stakeholders, offering thought leadership, best practices materials, regulatory insights and product updates. We have a robust publication schedule, including a proprietary magazine, blog and newsletters. We also design, organize and host market-leading events, including our NCC, regional symposiums and client-user groups. In addition, our online content is further leveraged to improve search engine optimization and strengthen our corporate website. Through these efforts, we promote client retention and satisfaction, our solutions and attract new clients.

Facilities

        Our principal executive office in Wakefield, Massachusetts is under lease until September 2017. We lease additional space in South Bend, Indiana, Chicago, Illinois, Charlotte, North Carolina, Overland Park, Kansas and Baltimore, Maryland.

        We believe that our properties are adequate for our business as presently conducted.

Competition

        We compete with a broad and diverse set of businesses in a fragmented and rapidly changing market. Competition in the patient experience and performance improvement industry is largely based on analytical capabilities and healthcare industry expertise, breadth and depth of services, the size and quality of the underlying datasets and benchmarks, ease of use, reputation, innovation, security, price, reliability and client service. While we believe that no competitor provides the breadth of our suite of solutions or the size and quality of our datasets and benchmarks, we nevertheless compete with other companies with regards to specific products or solutions and markets or care settings. We compete with various large and small healthcare data, analytics, services and consulting companies.

        We expect that competition will continue to increase as a result of consolidation in both the information technology and healthcare industries. The anticipated growth in healthcare spending, the shift to a value-based payment model, the rise of consumerism and changes in government regulation

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may draw increasing attention to healthcare data and analytics, and new competitors, such as management consultants, technology companies and start-ups may enter the market, and we may face increased competition from these sources.

Government Regulation

Data Privacy and Security Laws and Regulations

        We are subject to data privacy and security regulation by both the United States federal government and states, as well as foreign countries, in which we conduct our business. HIPAA, as amended by HITECH, and their respective implementing regulations, including the Omnibus Final Rule published on January 25, 2013, imposes specified requirements relating to the privacy, security and transmission of individually identifiable health information. Violations of HIPAA may result in criminal and civil penalties, including fines, and could damage our reputation and harm our business. For example, recent HIPAA breaches have resulted in HHS collecting between $35,000 and $4.3 million per breach in either voluntary payments, known as resolution amounts, or mandatory fines, known as civil money penalties.

        HITECH also increased the civil and criminal penalties that may be imposed against covered entities, business associates and possibly other persons, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorney's fees and costs associated with pursuing federal civil actions. A violation can be measured by the number of individuals affected or the number of days per calendar year a covered entity or business associate is not in compliance, with each individual affected by a violation or each day not in compliance counting as a single violation. The penalty for identical violations during a calendar year may not exceed $1.5 million, but because a violation of each section of the Privacy or Security Rule is considered unique under the law, total penalties have in the past and could exceed many multiples of $1.5 million in the future. HITECH also significantly strengthened enforcement by requiring HHS to conduct periodic audits to confirm compliance and authorizing states' Attorneys General to bring civil actions seeking either injunctions or damages in response to violations of the HIPAA Privacy Rule and Security Rule that threaten the privacy of state residents. In addition, state laws govern the privacy and security of health and other personally identifiable information in certain circumstances, many of which differ from each other in significant ways, thus complicating compliance efforts.

        Among other things, HITECH makes HIPAA's privacy and security standards directly applicable to "business associates," defined as independent contractors or agents of covered entities that create, receive, maintain or transmit protected health information in connection with providing a service for or on behalf of a covered entity. Under HIPAA and our contractual agreements with our clients, we are considered a "business associate" of our clients and thus are directly subject to HIPAA's privacy and security standards. To provide our covered entity clients with services that involve the use or disclosure of protected health information, HIPAA requires our clients to enter into business associate agreements with us. Those agreements must, among other things, require us to:

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limit how we will use and disclose the protected health information;

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implement reasonable administrative, physical and technical safeguards to protect information from misuse;

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enter into similar agreements with our agents and subcontractors that have access to the information;

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report security incidents, breaches and other inappropriate uses or disclosures of the information; and

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assist our clients with certain of their duties under the applicable data privacy and security regulations.

        If we are unable to properly protect the privacy and security of health and other personally identifiable information entrusted to us, our operations may be perceived as not secure, we may incur significant liabilities and clients may curtail their use of, or stop using, our solutions. In addition, if we fail to comply with the terms of our business associate agreements with our clients, we are liable not only contractually, but also directly under HIPAA.

Other Healthcare Laws

        In the United States, participants in the healthcare industry, including our clients, are required to comply with extensive and complex state and federal laws and regulations. Such laws include state and federal anti-kickback, fraud and abuse, false claims, privacy and security and physician sunshine laws and regulations. Although many regulatory and governmental requirements do not directly apply to our business, our clients are required to comply with these laws, which in turn, may impact our business as a result of our contractual obligations.

        We have attempted to structure our operations to comply with applicable legal requirements, but there can be no assurance that our operations will not be challenged or impacted by enforcement initiatives. If our operations are found to be in violation of any of such laws or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, exclusion from participation in federal and state healthcare programs and imprisonment of our directors or senior management, any of which could adversely affect our ability to operate our business and our financial results.

Healthcare Reform

        In the United States, federal and state legislatures and agencies periodically consider legislative reforms that may contain proposals to increase governmental involvement in healthcare, lower reimbursement rates or otherwise change the environment in which healthcare industry participants operate. Our business could be affected by changes in healthcare laws, including the Affordable Care Act, which was enacted in March 2010. The Affordable Care Act is changing how healthcare services are covered, delivered and reimbursed through, among other things, expanded coverage of individuals, changes in Medicare program spending and insurance market reforms. While many of the provisions of the Affordable Care Act and other healthcare reform laws will not be directly applicable to us, they may affect the business of many of our clients, which may in turn affect the demand for our services. Although we are unable to predict or otherwise quantify the likely impact of the Affordable Care Act or other healthcare reform laws on our business model, financial condition or results of operations, negative changes in the business of our clients may negatively impact our business.

CMS

        A significant portion of our revenues is attributable to providing services which assist clients with their compliance with regulations promulgated by CMS. With the passage of the Affordable Care Act in 2010, most healthcare providers are required, or will be required in the future, to participate in CAHPS programs. CAHPS programs were developed by CMS and produced the first nationally standardized instruments for collecting and reporting patients' perspectives of care to enable comparisons across numerous provider sectors such as hospitals, home health, physician practices, and dialysis providers. Hospital participation in the hospital CAHPS, or HCAHPS, program is mandated by CMS, and hospitals risk losing a percentage of their annual payment update, or APU, if they fail to report CAHPS data for any calendar quarter. As the largest CAHPS data submitter in the United States, we are currently designated by CMS as a certified vendor to offer CAHPS Hospital Surveys,

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CAHPS Home Health Care Surveys, CAHPS In-Center Hemodialysis Surveys and CAHPS Hospice Surveys, including related data collection and submission services. If we are unable to maintain our current certifications, or secure certifications for future CMS mandated surveys, we would not be able to administer these surveys on behalf of our clients.

        Beginning in 2013, under the HCAHPS program, Medicare began withholding 1% of Medicare payments to hospitals, a figure which will increase to 2% by 2017. This pool of withheld funding is then re-allocated to hospitals based on their relative performance to other providers on patient experience and clinical quality measures, amongst other metrics. Similar reporting mandates are in place for accountable care organizations (ACO CAHPS), medical groups (CG CAHPS) and home health care (HH CAHPS), and are in the preliminary voluntary reporting phase for pediatrics (Child HCAHPS), Emergency Department (ED CAHPS), hospice (Hospice CAHPS), dialysis (ICH CAHPS) and outpatient surgery (OS CAHPS). Commercial payors are also implementing programs similar to value-based payment models.

        Certain survey data collected and reported by us is used by CMS to determine, in part, the amount of reimbursement paid to hospitals, and any errors in data collection, survey sampling, or statistical reporting could result in reduced reimbursement to our hospital clients if we are unable to correct these errors, and this could, in turn, result in litigation against us. For example, hospitals subject to the IPPS annual payment update provisions must collect and submit HCAHPS data in order to receive their full IPPS annual payment. IPPS hospitals that fail to publicly report required quality measures, which include the HCAHPS data, may have their annual payment reduced by 2.0%. In addition, CMS publicly publishes the reported survey data and any errors could result in incorrect scoring of our hospital client, which may damage the hospital's reputation and lead to litigation against us. We may be required to indemnify against such claims, and defending against any such claims could be costly, and time consuming.

Other Laws

        Existing and new laws and regulations affecting the healthcare, information technology and Internet industries could create unexpected liabilities for us, cause us to incur additional costs, or restrict our operations. Many of the laws that affect us, particularly those applying to healthcare, are very complex and may be subject to varying interpretations by courts and other governmental authorities. Our failure, or the failure of our clients, to accurately anticipate the application of these laws and regulations, or the failure to comply, could create liability for us, result in adverse publicity and negatively affect our businesses.

Employees

        As of May 1, 2015, we had 996 full-time employees. None of our employees are represented by labor unions or subject to collective bargaining agreements. We consider our employee relations to be good.

Legal Proceedings

        We are not currently party to any material legal proceedings.

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MANAGEMENT

Executive Officers and Directors

        The following table sets forth the name and position of each of our executive officers and directors and their age as of the date of this prospectus:

Name	Age		Position
Executive Officers
Patrick T. Ryan		57	Chief Executive Officer and Director
Joseph Greskoviak		50	President and Chief Operating Officer
Matthew W. Hallgren		40	Chief Financial Officer
Patricia L. Riskind		49	Chief Client Experience Officer
Suda Suvarna		52	Chief Information Officer
David Costello, Ph.D.		59	Chief Analytics Officer
Patricia Cmielewski		45	Chief Marketing Officer and Chief of Staff
Devin J. Anderson		45	General Counsel and Corporate Secretary
Non-Employee Directors
Norman W. Alpert		56	Director (Chairman)
Andrew J. Cavanna		40	Director
Leslie V. Norwalk		49	Director
Gregory S. Roth		58	Director
Dr. Ralph Snyderman		75	Director
Ellen M. Zane		63	Director

Executive Officers

        Patrick T. Ryan.    Patrick T. Ryan has served as our Chief Executive Officer since February 2012 and has served on our Board of Directors since February 2012. Previously, Mr. Ryan served as the Chief Executive Officer of The Broadlane Group from 2008 until 2010, a healthcare cost management and supply chain organization. Mr. Ryan served as Chief Executive Officer of PolyMedica Corporation from 2004 until 2007, the parent company of Liberty Medical Supply, a direct-to-consumer provider of diabetes testing supplies and related services. Mr. Ryan has served as a director of Affiliated Managers Group, Inc. since 2007, and is a member of its audit, compensation and nominating committees, and is also a former member of the Massachusetts Hospital Association's Committee on Governance. Mr. Ryan also served on the Boards of Trustees of the Beth Israel Deaconess Medical Center, Lahey Health and Atrius Health. Mr. Ryan earned a B.A. from the University of Rochester. Mr. Ryan's experience in the healthcare industry and executive experience led to the conclusion that Mr. Ryan should serve as a director of the Company.

        Joseph Greskoviak.    Joseph Greskoviak has served as our President since September 2012 and our Chief Operating Officer since October 2013. Previously, Mr. Greskoviak served as our Chief Strategic and Sales Officer from June 2012 until September 2012. Before joining the Company, Mr. Greskoviak served as President of the MedAssets' spend and clinical resource management business from 2010 until 2012, where he oversaw the acquisition of Broadlane by MedAssets. Prior to the acquisition, Mr. Greskoviak spent 12 years at Broadlane, serving in various management roles including Executive Vice President and Chief Development Officer. Mr. Greskoviak earned a B.A. from DePaul University.

        Matthew W. Hallgren.    Matthew W. Hallgren has served as our Chief Financial Officer since September 2014. Previously, Mr. Hallgren served as our Vice President of Finance from April 2014 until September 2014. Prior to joining the Company, Mr. Hallgren was employed at the executive search firm Heidrick & Struggles International, Inc. from 2004 until 2014, where he held the positions

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of Assistant Controller and Chief Accounting Officer. Mr. Hallgren also served as a member of the technical accounting group at the Boeing Company from 2003 until 2004. Prior to that, Mr. Hallgren was an audit manager at Deloitte & Touche LLP and Arthur Andersen LLP. Mr. Hallgren earned a B.A. in accounting from Augustana College and is a certified public accountant.

        Patricia L. Riskind.    Patricia L. Riskind has served as our Chief Client Experience Officer since September 2013. Previously, Ms. Riskind served as our Senior Vice President of Client Services from August 2012 until September 2013 and as our Senior Vice President of Medical Sales from November 2009 until August 2012. Ms. Riskind founded PatientImpact LLC, a healthcare data and analytics e-survey company that was acquired by Press Ganey in 2009. Prior to starting PatientImpact LLC, Ms. Riskind co-founded 3d Health, Inc., an ambulatory strategy consulting firm. Ms. Riskind is the president of The Kellogg Graduate School's Health Enterprise Management Alumni Club and a member of the American College of Healthcare Executives, the Health Information Management Systems Society, and the Society for Healthcare Strategy and Market Development. Ms. Riskind earned a B.A. from Brown University and an M.B.A. from the Kellogg School of Management at Northwestern University.

        Suda Suvarna.    Suda Suvarna has served as our Chief Information Officer since November 2013. Mr. Suvarna served as Vice President of Information Technology at Ascension Health, where he oversaw the development and implementation of technology solutions, from August 2009 until October 2013. Mr. Suvarna is a member of the American College of Healthcare Executives and served on the Advisory Board of Teradata, a data analytics company. Mr. Suvarna earned a B.A. in Physics and a post-graduate Diploma in Computer Management from the University of Bombay, in Mumbai, India.

        David Costello, Ph.D.    David Costello has served as our Chief Analytics Officer since August 2013. Previously, Mr. Costello served as Senior Vice President and general manager of SCIOinspire, a healthcare analytics company from September 2012 until August 2013. Mr. Costello served as the Senior Vice President of consumer segmentation and engagement strategies at Health Dialog from January 2004 until August 2012. Mr. Costello received a B.A. in business and sociology from Northern Michigan University, and an M.A. and a Ph.D. in sociology from the University of Delaware.

        Patricia Cmielewski.    Patricia Cmielewski has served as Chief Marketing Officer and Chief of Staff since March 2012. Prior to joining the Company, Ms. Cmielewski was the Senior Vice President of strategic marketing at Broadlane from July 2010 until April 2011. Ms. Cmielewski served as Senior Vice President of strategic marketing at Liberty Medical Supply from September 2005 until July 2009. Ms. Cmielewski received a B.A. in advertising from Penn State University and a M.B.A. from Boston University.

        Devin J. Anderson.    Devin J. Anderson has served as our General Counsel and Corporate Secretary since October 2012. Prior to joining the Company, Mr. Anderson served as the Chief Legal Officer of Medco International B.V., the international division of Medco Health Solutions, Inc., a pharmacy benefit manager and provider of pharmaceutical products and services, from 2010 until 2012. From 2008 until 2010, Mr. Anderson served as Chief Counsel of Medco's wholly owned subsidiary, Liberty Healthcare Group. Prior to joining Medco, Mr. Anderson served as the Executive Vice President, General Counsel and Secretary of PolyMedica Corporation, the parent company of Liberty Medical Supply, a direct-to-consumer provider of diabetes testing supplies and related services. Mr. Anderson earned a B.A., with distinction, from the University of Maine and a J.D., magna cum laude, from Boston University School of Law.

Directors

        Norman W. Alpert.    Norman Alpert has served as a director since March 2008 and is currently the Chairman of our Board of Directors. Mr. Alpert has also served as a member of our Audit Committee

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since May 2008 and Chairman of our Compensation Committee since May 2008. Mr. Alpert is Co-President and a Founding Partner of Vestar and Co-Head of its Healthcare Group. Mr. Alpert has also served as a director for Healthgrades Inc. since July 2010, where he serves as Chairman of its board of directors, and is a member of its audit committee and Chairman of its compensation committee. He has also served Chairman of the board of directors of MediMedia USA Inc. since October 2006 and is the Chairman of its compensation committee. Mr. Alpert served as a director of Roland Foods from September 2013 until January 2015 and has been a director of St. John Knits International Inc. since September 2007, as well as a member of its audit committee. Mr. Alpert served as a Vice President of the Management Buyout Group at the First Boston Corporation, which he joined in 1984. He began his career in 1980 as a Commercial Banker at Manufacturers Hanover Trust Co. in the special finance division. Mr. Alpert serves on the boards of Brown University, The Brown Hillel Foundation, the Brown University Sports Foundation, the National Rowing Foundation, American Friends of Shalva, and White Plains Hospital. Mr. Alpert holds a B.A. from Brown University. Mr. Alpert's experience in the healthcare industry and board experience led to the conclusion that Mr. Alpert should serve as a director of the Company.

        Andrew J. Cavanna.    Andrew Cavanna has served as a director since March 2008. Mr. Cavanna has also served as a member of our Audit Committee since May 2008 and our Compensation Committee since March 2013. Mr. Cavanna is a Managing Director and Co-Head of the Healthcare Group for Vestar Capital Partners. Before joining Vestar, Mr. Cavanna served as an associate at the Blackstone Group from 2005 until 2006. Mr. Cavanna has served as a director of MediMedia USA since March 2012 and Institutional Shareholder Services since April 2014. Mr. Cavanna earned a B.A. from Cornell University and an M.B.A. from Columbia Business School. Mr. Cavanna was selected as a director for his knowledge and experience in healthcare business strategy and operations.

        Leslie V. Norwalk.    Leslie Norwalk has served as a director since May 2012. Ms. Norwalk has also served as a member of our Compliance Committee since February 2013. Ms. Norwalk is Strategic Counsel to Epstein Becker Green, EBG Advisors, and National Health Advisors and has served as an advisor to the private equity firms Warburg Pincus, Ferrer Freeman & Company, and Enhanced Equity Fund since 2008. Ms. Norwalk has served as a director of Endologix, Inc. since May 2015, a director of NuVasive, Inc. since May 2014, a director of Adobe Healthcare since 2013, a director of STARUS Medical Group since 2013, a director of LWU Medical Faculty Associates since 2012, a director of Volcano Corporation since 2011 and a director of Ika Systems Corporation since 2010. Ms. Norwalk served in the Administration of George H.W. Bush as the Acting Administrator for CMS from 2006 until 2007. Ms. Norwalk earned a B.A. from Wellesley College and a J.D. from the George Mason University School of Law. Ms. Norwalk's experience as a strategic and legal advisor to the healthcare industry, government service and board experience led to the conclusion that Ms. Norwalk should serve as a director of the Company.

        Gregory S. Roth.    Gregory Roth has served as a director since March 2015. Mr. Roth has also served as director for SpecialtyCare, Inc., a provider of clinical services to hospitals, since November 2014, and One Call Care Management, Inc., a provider of specialized services to the workers' compensation industry, since October 2014. Mr. Roth was the Chief Executive Officer of TeamHealth Holdings, Inc., a provider of outsourced physician staffing solutions for hospitals, from May 2008 until September 2014 and its President and Chief Operating Officer from November 2004 until May 2008. Mr. Roth also served as president of the ambulatory surgery division of HCA Hospital Corporation of America from 1998 until 2004. Mr. Roth earned a B.S. from Ohio State University and an M.H.A. from Xavier University. Mr. Roth was selected as a director for his knowledge and experience in the healthcare industry and board experience.

        Dr. Ralph Snyderman.    Dr. Ralph Snyderman has served as a director since February 2013. Dr. Snyderman has been the Chancellor Emeritus and James B. Duke Professor of Medicine at Duke

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University since 2004. Previously, Dr. Snyderman was Chancellor for Health Affairs at Duke University from 1989 until 2004, and founding President and Chief Executive Officer of the Duke University Health System from 1997 until 2004. Dr. Snyderman has served as a director of CareDX, Inc. since May 2005. Dr. Snyderman also served as a director of Targacept, Inc. from June 2007 to May 2013, Trevena, Inc. from January 2008 to May 2013 and Pharmaceutical Product Development, Inc. from May 2011 to December 2011. Dr. Snyderman earned a B.S. from Washington College and an M.D. from SUNY Downstate Medical Center. Dr. Snyderman was selected as a director for his knowledge of the healthcare industry and board experience.

        Ellen M. Zane.    Ellen Zane has served as a director since July 2012. Ms. Zane retired as President and Chief Executive Officer of Tufts Medical Center and the Floating Hospital for Children, a position she held from 2004 until 2011. Ms. Zane has served as a director of Brooks Automation since 2012, and is a member of its audit and compensation committees. Ms. Zane has served as a director of Haemonetics Corporation since 2012, and is a member of its audit committee. Ms. Zane has served as a director of Parexel International since 2006, and is a member of its compensation and human resources committees. Ms. Zane also served as a director of Lincare Holdings from 2010 until 2012. Ms. Zane is a Trustee of the George Washington University, from which she received a B.A. Ms. Zane earned an M.A. from Catholic University of America. Ms. Zane's experience in the healthcare industry and board experience led to the conclusion that Ms. Zane should serve as a director of the Company.

Controlled Company

        Upon completion of this offering, Vestar will hold a majority of the voting power of our outstanding common stock and, as a result, we will be a "controlled company" under the                corporate governance standards. As a controlled company, we may elect to take advantage of the "controlled company" exception, which would free us from the obligation to comply with certain corporate governance requirements, including the requirements that:

•

a majority of our Board of Directors consists of "independent directors," as defined under the rules of the NYSE;

•

we have, to the extent applicable, a nominating and corporate governance committee that is composed entirely of independent directors; and

•

we have a compensation committee that is composed entirely of independent directors.

        We intend to avail ourselves of the "controlled company" exception under the NYSE corporate governance standards upon completion of this offering. These exemptions, however, do not modify the independence requirements for our Audit Committee, and we also intend to comply with the requirements of Rule 10A-3 of the Exchange Act and the rules of the NYSE within the applicable time frame. These rules require that our Audit Committee be composed of at least three members, a majority of whom will be independent within 90 days of the date of this prospectus, and all of whom will be independent within one year of the date of this prospectus.

Board Composition

        Our amended and restated certificate of incorporation will provide that our Board of Directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. Upon the closing of this offering, our directors will be divided among the three classes as follows:

•

the class I directors will be Norman W. Alpert, Patrick T. Ryan and Ellen M. Zane, and their terms will expire at our first annual meeting of stockholders following this offering;

•

the class II directors will be Leslie V. Norwalk and Gregory S. Roth, and their terms will expire at our second annual meeting of stockholders following this offering; and

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•

the class III directors will be Andrew J. Cavanna and Dr. Ralph Snyderman, and their terms will expire at the third annual meeting of stockholders following this offering.

        Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director's term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.

        We have no formal policy regarding board diversity. Our priority in selection of board members is the identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive landscape.

        There are no family relationships among any of our directors or executive officers.

Board Committees

        Upon the closing of this offering, our Board of Directors will have four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Compliance Committee. Each of the committees will report to the Board of Directors as they deem appropriate, and as the Board of Directors may request. The expected composition, duties and responsibilities of these committees are set forth below. In the future, our Board of Directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

        The Audit Committee will be responsible for, among other matters: (1) appointing, compensating, retaining, overseeing and terminating our independent registered public accounting firm; (2) reviewing our independent registered public accounting firm's independence; (3) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (4) overseeing the work of our independent registered public accounting firm and discussing with management and our independent registered public accounting firm the interim and annual consolidated financial statements that we file with the SEC; (5) coordinating the oversight of our internal control over financial reporting, disclosure controls and procedures and code of conduct; (6) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; (7) reviewing and approving related party transactions; and (8) reviewing and discussing policies and guidelines with respect to risk assessment and risk management.

        Upon the closing of this offering, our Audit Committee will consist of Gregory S. Roth, Leslie V. Norwalk and Andrew J. Cavanna. Gregory S. Roth will serve as chairperson of the committee. The SEC rules and the NYSE rules require us to have one independent Audit Committee member upon the listing of our common stock on the NYSE, a majority of independent directors within 90 days of the effective date of this registration statement and all independent Audit Committee members within one year of the effective date of this registration statement. Our Board of Directors has affirmatively determined that Gregory S. Roth and Leslie V. Norwalk meet the definition of "independent director" for purposes of serving on the Audit Committee under applicable SEC and NYSE rules, and we intend to comply with these independence requirements within the time periods specified. In addition, Gregory S. Roth will qualify as our "audit committee financial expert," as such term is defined in Item 407 of Regulation S-K under the Securities Act.

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        Our Board of Directors will adopt a new written charter for the Audit Committee, which will be available on our corporate website at www.pressganey.com upon the closing of this offering. The information contained on, or that can be accessed through, our website does not constitute a part of this prospectus.

Compensation Committee

        The Compensation Committee will be responsible for, among other matters: (1) reviewing and approving executive officer compensation goals, objectives and plans; (2) evaluating executive officer performance in light of such goals and objectives; (3) reviewing and recommending the compensation of our directors; (4) reviewing and approving employment agreements, severance arrangements and change in control agreements/provisions between us and our executive officers; and (5) administering our stock plans and other incentive compensation plans.

        Upon the closing of this offering, our Compensation Committee will consist of Norman W. Alpert, Ellen M. Zane and Andrew J. Cavanna. Norman W. Alpert will serve as chairperson of the committee.

        Our Board of Directors will adopt a new written charter for the Compensation Committee, which will be available on our corporate website at www.pressganey.com upon the closing of this offering. The information contained on, or that can be accessed through, our website does not constitute a part of this prospectus.

Nominating and Corporate Governance Committee

        The Nominating and Corporate Governance Committee will be responsible for, among other matters: (1) identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors; (2) overseeing the organization of our Board of Directors to discharge the Board's duties and responsibilities properly and efficiently; (3) identifying best practices and recommending corporate governance principles; (4) developing and recommending to our Board of Directors a set of corporate governance guidelines and principles applicable to us; and (5) overseeing the evaluation of our Board of Directors and management.

        Upon the closing of this offering, our Nominating and Corporate Governance Committee will consist of Norman W. Alpert, Ellen M. Zane and Dr. Ralph Snyderman. Norman W. Alpert will serve as chairperson of the committee.

        Our Board of Directors will adopt a written charter for the Nominating and Corporate Governance Committee, which will be available on our corporate website at www.pressganey.com upon the closing of this offering. The information contained on, or that can be accessed through, our website does not constitute a part of this prospectus.

Compliance Committee

        The Compliance Committee will be responsible for, among other matters: (1) the structure and implementation of our compliance plan; (2) overseeing specific material compliance and other legal issues together with the Audit Committee and our General Counsel, as appropriate; and (3) conducting such investigations into compliance matters as the committee may deem necessary.

        Upon the closing of this offering, our Compliance Committee will consist of Leslie V. Norwalk and Dr. Ralph Snyderman. Leslie V. Norwalk will serve as chairperson of the committee.

Risk Oversight

        Our Board of Directors is currently responsible for overseeing our risk management process. The Board of Directors focuses on our general risk management strategy and the most significant risks

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facing us, and ensures that appropriate risk mitigation strategies are implemented by management. The Board of Directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

        Following the closing of this offering, our Board of Directors will delegate to the Audit Committee oversight of our risk management process. Our other board committees will also consider and address risk as they perform their respective committee responsibilities. All committees will report to the full Board of Directors as appropriate, including when a matter rises to the level of a material or enterprise level of risk.

        Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Compensation Committee Interlocks and Insider Participation

        Messrs. Norman W. Alpert, Ellen M. Zane and Andrew J. Cavanna are the members of our Compensation Committee, and none of them is or has been our officer or employee. Messrs. Alpert and Cavanna are managing directors of Vestar, which will hold a majority of the voting power of our outstanding common stock upon the closing of this offering. For a description of the transactions between us and Vestar, see "Certain Relationships and Related Party Transactions." Apart from these relationships, no member of the Compensation Committee has any relationship that would be required to be reported under Item 404 of Regulation S-K under the Securities Act. No member of the Compensation Committee serves or served during the fiscal year as a member of the board of directors or compensation committee of a company that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Code of Business Conduct and Ethics

        We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon the closing of this offering, our code of business conduct and ethics will be available on our website at www.pressganey.com. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website. The information on or accessible through our website does not constitute part of, and is not incorporated by reference into, this prospectus.

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EXECUTIVE AND DIRECTOR COMPENSATION

Executive Compensation

        This section discusses the material components of the executive compensation program offered to our named executive officers, or our "NEOs," identified below. For 2014, our NEOs were:

•

Patrick T. Ryan, Chief Executive Officer;

•

Joseph Greskoviak, President and Chief Operating Officer; and

•

Matthew W. Hallgren, Chief Financial Officer.

        This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the closing of this offering may differ materially from the currently planned programs summarized in this discussion.

        We are an "emerging growth company," within the meaning of the JOBS Act, and have elected to comply with the reduced compensation disclosure requirements available to emerging growth companies under the JOBS Act. See "Prospectus Summary—Implications of Being an Emerging Growth Company."

2014 Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Patrick T. Ryan	2014	600,000	—	—	405,000	10,400	1,015,400
Chief Executive Officer
Joseph Greskoviak	2014	350,000	—	—	390,000	10,400	750,400
President and Chief Operating Officer
Matthew W. Hallgren(5)	2014	133,846	32,500	739,008	62,401	5,796	973,551
Chief Financial Officer

⁽¹⁾

Represents a $30,000 signing bonus paid to Mr. Hallgren in connection with his commencing employment with us in April 2014 and a $2,500 spot bonus for work on a particular project.

⁽²⁾

Represents the grant date fair value of Class A-1, Class B and Class C common units in PG Holdco computed in accordance with FASB ASC 718. See note 11 to the consolidated financial statements for the fiscal year ended December 31, 2014 included with this prospectus for a description of the assumptions used in valuing Class B common units. Achievement of the performance conditions for Class C common units granted in 2014 was not deemed probable on the date of grant and, accordingly, no value for Class C common units is included in the table. Class C common units are intended to constitute profits interests for U.S. federal income tax purposes. Assuming that the highest level of performance conditions is achieved, the grant date fair value of Class C common units is $0.

⁽³⁾

Represents cash bonuses earned under our annual performance based bonus program for 2014. For additional information, see "—Performance Bonuses" below.

⁽⁴⁾

Amount shown represents company matching contributions to 401(k) plan accounts.

⁽⁵⁾

Mr. Hallgren became an employee in April 2014. The amounts shown represent compensation for the portion of the year during which he was employed.

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Narrative Disclosure to Summary Compensation Table

        The primary elements of compensation for our NEOs are base salary, annual performance bonuses and equity compensation awards. The NEOs also participate in employee benefit plans and programs that we offer to our other full-time employees on the same basis.

Base Salaries

        We pay our NEOs a base salary to compensate them for the satisfactory performance of services rendered to our company. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive's skill set, experience, role and responsibilities. Base salaries for our NEOs have generally been set at levels deemed necessary to attract and retain individuals with superior talent.

        Effective January 1, 2014, our board of directors approved an increase in Mr. Greskoviak's base salary from $300,000 to $350,000 in recognition of his individual performance and contributions to company performance. Mr. Hallgren joined our company as Vice President, Finance in April 2014. His initial annual base salary was $180,000. In July 2014, Mr. Hallgren's annual base salary was increased to $200,000 when he assumed the duties of Chief Financial Officer. Mr. Hallgren was officially appointed Chief Financial Officer, effective September 2014.

Performance Bonuses

        We offer our NEOs the opportunity to earn annual cash bonuses to compensate them for attaining short-term financial objectives and individual goals, which we refer to as "MBOs", established and approved by our board of directors annually. Each NEO has an annual target bonus that is expressed as a percentage of his annual base salary. The 2014 target bonus percentages were 75% for Mr. Ryan, 100% for Mr. Greskoviak and 30% for Mr. Hallgren. Actual bonus amounts for our NEOs are determined by our compensation committee after consideration of Mr. Ryan's recommendations (except with respect to his own bonus).

        For 2014, annual bonuses are based on our company's attaining a budgeted EBITDA target and the individual NEO's performance against specified MBOs that relate to his area of responsibility within our company. Actual payouts of our annual cash bonuses for 2014 are reported under the "Non-Equity Incentive Plan Compensation" column of the 2014 Summary Compensation Table above.

Equity Compensation

        PG Holdco has granted equity awards to our employees, including our NEOs, as the long-term incentive component of our compensation program. Historically, these awards have consisted of restricted Class A, Class A-1, Class B or Class C Common Units in PG Holdco that are granted to employees when they commence employment with us. The PG Holdco management committee has also from time to time granted additional awards to key employees as it determined appropriate to motivate, retain or reward them. The Class A, Class A-1 and Class B Common Units are capital interests while the Class C Common Units held by our NEOs are intended to qualify as profits interests for U.S. federal income tax purposes.

        Restricted units granted to our NEOs are typically subject to time or performance-based vesting conditions and may be subject to accelerated vesting in certain circumstances, including as described below in the section titled "Potential Payments Upon a Change in Control."

        Mr. Hallgren was issued 0.33 Class B common units and was granted 0.66 Class C common units in April 2014 at the time he commenced employment with our company and was granted 20,757.8 Class A-1 common units in October 2014 in connection with his promotion to Chief Financial Officer.

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Refer to the Outstanding Equity Awards as of December 31, 2014 table for a description of the vesting terms that apply to these awards.

        In May 2014, the PG Holdco management committee granted fully vested Class A-1 Common Units in lieu of cash to each of Mr. Ryan and Mr. Greskoviak as partial payment for their 2013 annual bonuses.

        In connection with this offering, we intend to adopt the Press Ganey Holdings, Inc. 2015 Incentive Award Plan, or the 2015 Plan, to facilitate the grant of cash and equity-based incentives to our directors, employees (including our NEOs) and consultants and to enable our company to obtain and retain the services of these individuals, which we believe is essential to our long-term success. For additional information about the 2015 Plan, please see the section titled "2015 Incentive Award Plan" below.

        Our board of directors intends to make restricted stock grants to each of our NEOs effective on the filing of a registration statement on Form S-8 covering issuances under the 2015 Plan. The table below summarizes the anticipated terms of these grants. The number of shares subject to the awards will be determined by dividing the dollar values shown by the initial public offering price of our common stock.

	Time-Based Restricted Stock
					Performance-Based Restricted Stock ($)(3)
Named Executive Officer	2 Year ($)(1)		4 Year ($)(2)
Patrick T. Ryan		700,000		3,375,000		3,375,000
Joseph Greskoviak		600,000		1,750,000		1,750,000
Matthew W. Hallgren		75,000		250,000		250,000

⁽¹⁾

The award vests in eight substantially equal quarterly installments following the grant date, subject to the NEO's continued employment on each applicable vesting date.

⁽²⁾

The award vests 20% on each of the first and second anniversaries of the grant date and 30% on each of the third and fourth anniversaries of the grant date, subject to the NEO's continued employment on each applicable vesting date.

⁽³⁾

The award vests on the third anniversary of the grant date subject to our company's achieving a cumulative cash flow threshold over the three fiscal years beginning January 1, 2015 and the NEO's continued employment on the vesting date. The value indicated represents the target number of shares that may be earned under the award. The actual number of shares that may be earned may be greater (up to 110%) or less than the target number of shares.

Retirement, Health, Welfare and Additional Benefits

        Our NEOs are eligible to participate in our employee benefit plans and programs, including medical and dental benefits, flexible spending accounts and short- and long-term disability and life insurance, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans. We also sponsor a 401(k) defined contribution plan in which our NEOs may participate, subject to limits imposed by the Internal Revenue Code, to the same extent as our other full-time employees. Currently, we match 100% of contributions made by participants in the 401(k) plan up to 3% of eligible compensation and 50% of contributions of between 3% and 5% of eligible compensation. All matching contributions are fully vested when made.

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Outstanding Equity Awards as of December 31, 2014

				Stock Awards(1)
Name	Type of Unit	Vesting Commencement Date		Number of Units of Stock That Have Not Vested (#)			Market Value of Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($)
Patrick T. Ryan	Class A Common		February 27, 2012		114,525.03	(2)	$	4,530,610		—			—
	Class A Common		February 27, 2012		—			—		229,050.07	(3)	$	9,061,220
	Class B Common		February 27, 2012		2.5	(4)	$	1,231,364		—			—
	Class C Common		February 27, 2012		—			—		7.5	(5)	$	—
Joseph Greskoviak	Class A Common		June 1, 2012		49,586.103	(2)	$	1,961,626		—			—
	Class B Common		June 1, 2012		0.667	(4)	$	328,528		—			—
	Class C Common		June 1, 2012		—			—		1.3	(7)	$	—
	Class C Common		February 27, 2013		—			—		7.14	(6)	$	—
Matthew W. Hallgren	Class B Common		4/14/2014		0.33	(4)	$	162,450		—			—
	Class C Common		4/14/2014		—			—		0.66	(7)	$
	Class A-1 Common		10/16/2014		20,757.8	(2)	$	610,072					—

⁽¹⁾

Represents outstanding units in PG Holdco held by our NEOs.

⁽²⁾

Represents Class A or Class A-1 Common Units that vest on the fourth anniversary of the vesting commencement date, subject to the holder's continued employment and potential accelerated vesting as described in the section titled "Potential Payments Upon a Change in Control" below.

⁽³⁾

Represents Class A Common Units that vest if Vestar attains an internal rate of return ("IRR") on its investment in our company of at least 15% and cash proceeds from its investment representing a return of at least 2.25 times invested capital.

⁽⁴⁾

Represents Class B Common Units that vest 40% on the third anniversary of the vesting commencement date, an additional 35% on the fourth anniversary of the vesting commencement date and an additional 25% on the fifth anniversary of the vesting commencement date, subject to the holder's continued employment and potential accelerated vesting as described in the section titled "Potential Payments Upon a Change in Control" below. In addition, if the holder's employment is terminated by the company without cause, by the holder for good reason or due to the holder's death, disability or qualifying retirement, vesting is accelerated so that the total number of vested units on the date of termination equals the number that would have been vested if the Class B Common Units were eligible to vest in annual installments of 20% on each of the first five anniversaries of the vesting commencement date. The units are also treated as if they vest on the same accelerated five-year schedule for purposes of any distributions under the LLC Agreement that occur prior to the holder's termination of employment.

⁽⁵⁾

Represents Class C Common Units that vest if Vestar attains an IRR on its investment in our company of at least 18% and cash proceeds from its investment representing a return of at least 2.5 times its invested capital, subject to the holder's continued employment with us through the third anniversary of the vesting commencement date and potential accelerated vesting as described in the section titled "Potential Payments Upon a Change in Control" below or, to the extent the investment return conditions have been met at the time of termination, if the holder's employment is terminated by us without cause, by the holder for good reason or due to the holder's death or disability. Unvested units are entitled to participate in distributions under the LLC Agreement that occur prior to the holder's termination of employment if the investment return conditions have been met at the time of the distribution.

⁽⁶⁾

Represents Class C Common Units that vest if Vestar attains cash proceeds from its investment in our company representing a return of at least 2.5 times its invested capital, subject to the holder's continued employment with us through the third anniversary of the vesting commencement date and potential accelerated vesting as described in the section titled "Potential Payments Upon a Change in Control" below or, to the extent the investment return conditions have been met at the time of termination, if the holder's employment is terminated by us without cause, by the holder for good reason or due to the holder's death or disability. Unvested units are entitled to participate in distributions under the LLC Agreement that occur prior to the holder's termination of employment if the investment return conditions have been met at the time of the distribution.

⁽⁷⁾

Represents Class C Common Units that vest as follows, subject to the holder's continued employment with us through the third anniversary of the vesting commencement date and potential accelerated vesting as described in the section titled "Potential Payments Upon a Change in Control" below or, to the extent the investment return conditions have been met at

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the time of termination, if the holder's employment is terminated by us without cause, by the holder for good reason or due to the holder's death or disability:

•

13% vest if Vestar attains an IRR of at least 17% and cash proceeds representing at least 2.2 but less than 2.4 times its invested capital;

•

27% vest if Vestar attains an IRR of at least 19% and cash proceeds representing at least 2.4 but less than 2.6 times its invested capital;

•

40% vest if Vestar attains an IRR of at least 21% and cash proceeds representing at least 2.6 but less than 2.8 times its invested capital;

•

53% vest if Vestar attains an IRR of at least 23% and cash proceeds representing at least 2.8 but less than 3.0 times its invested capital;

•

67% vest if Vestar attains an IRR of at least 25% and cash proceeds representing at least 3.0 but less than 3.2 times its invested capital;

•

80% vest if Vestar attains an IRR of at least 26% and cash proceeds representing at least 3.2 but less than 3.4 times its invested capital;

•

93% vest if Vestar attains an IRR of at least 28% and cash proceeds representing at least 3.4 but less than 3.5 times its invested capital; and

•

100% vest if Vestar attains an IRR of at least 28% and cash proceeds representing at least 3.5 times its invested capital.

Effect of the Distribution and this Offering

        At the effective time of this registration statement, PG Holdco intends to make the following modifications to the then outstanding unvested equity awards held by our employees, including the NEOs:

•

All unvested Class A and Class A-1 common units that are subject to four-year cliff vesting will be amended so that the units vest in 16 substantially equal quarterly installments following the applicable vesting reference date. This modification will be applied retroactively, resulting in accelerated vesting of a portion of the unvested Class A and A-1 common units and each holder of such units receiving vested shares of our common stock in the Distribution. Shares of our common stock distributed in respect of unvested Class A and A-1 common units in the Distribution will be initially unvested and will vest based on the same amended vesting schedule as the corresponding Class A or Class A-1 common unit.

•

All unvested Class A common units that are subject to performance-based vesting conditions will have the performance conditions tested based on PG Holdco's value calculated by reference to the initial public offering price of our common stock. These units will be cancelled for no consideration if PG Holdco determines the applicable performance conditions were not met. Any shares of our common stock distributed in respect of performance vesting Class A common units in the Distribution will be fully vested.

•

All unvested Class C common units will have the applicable performance conditions tested based on PG Holdco's value calculated by reference to the initial public offering price of our common stock. To the extent some or all of the performance conditions are not met, the corresponding number of Class C common units will be cancelled for no consideration. To the extent some or all of the performance conditions are met, the corresponding number of Class C common units will be entitled, by their terms, to participate in the Distribution without regard to any additional service requirements that are otherwise applicable to the Class C common units. Consequently, any shares of our common stock distributed in respect of Class C common units in the Distribution will be fully vested.

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        PG Holdco does not intend to modify the vesting of any Class B common units held by our employees. However, Class B common units will be entitled, by their terms, to participate in the Distribution as if the units vested in substantially equal annual installments on each of the first five anniversaries of the vesting reference date. In addition, the unvested restricted shares of our common stock will be distributed in respect of unvested Class B common units and will be subject to the same five-year vesting schedule.

        In addition, loans that Press Ganey Associates, Inc. ("Press Ganey Associates") made to our executive officers, including the NEOs, to purchase PG Holdco units were forgiven or repaid and ceased to be outstanding on or prior to April 3, 2015.

        Refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Distribution" for more information regarding the distribution of our common stock to employees, including our NEOs, in respect of their PG Holdco units at the time of the Distribution and "Certain Relationships and Related Party Transactions—Employee Loans" for additional information regarding loans made by Press Ganey Associates to our executive officers to purchase units in PG Holdco.

Employment Agreements

        In April 2015, we entered into new employment agreements with Messrs. Ryan and Greskoviak. The agreements have initial terms of four years and automatically renew for successive one-year periods following the initial term unless notice of non-renewal is delivered by either party at least six weeks prior to the end of the applicable term.

        The agreements entitle Messrs. Ryan and Greskoviak to initial annual base salaries of $600,000 and $350,000, respectively, and effective October 1, 2015, base salaries of $710,000 and $510,000, respectively. The agreements also entitle each executive to an annual target bonus opportunity of 100% of his annual base salary.

        If we terminate Mr. Ryan's or Mr. Greskoviak's employment without cause (which includes our election not to renew his employment agreement, but excludes a termination due to death or "disability") or he resigns for "good reason," subject to his timely executing a release of claims in our favor and continued compliance with the restrictive covenants contained in the employment agreement, he is entitled to receive (i) a prorated portion of the annual bonus he would otherwise have earned for the year of termination, based on actual performance for the full year and payable when the bonus would have otherwise been paid, (ii) an amount equal to the sum of his annual base salary and the amount, if any, of the annual bonus earned for the year immediately prior to the year of termination, payable in installments according to the company's standard payroll practices over the 12 months following termination, and (iii) 1.5 times the company's cost of providing continued health coverage for a period of 12 months, payable in installments according to the company's standard payroll practices over the 12 months following termination.

        The employment agreements contain restrictive covenants pursuant to which each of Mr. Ryan and Mr. Greskoviak has agreed to refrain from disclosing confidential information or disparaging us or any of our affiliates, in each case, while employed and at all times thereafter and from competing with us or soliciting our employees or consultants, in each case, while employed and following his termination of employment for any reason for a period of 12 months.

        For purposes of Mr. Ryan's and Mr. Greskoviak's new employment agreements:

•

"cause" generally means, subject to applicable cure rights, his (i) willful and continued failure to perform duties, (ii) negligence or misconduct in the course of employment that the board of directors determines has a material and adverse effect on the company, (iii) indictment of, conviction of, or plea of nolo contendere to a misdemeanor involving moral turpitude or a

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felony, (iv) material breach of the employment agreement, (v) violation of company policies that the board of directors determines has a material and adverse effect on the company, (vi) misappropriation, embezzlement or material misuse of funds or property belonging to the company or (vii) use of alcohol or drugs that either interferes with the performance of his duties or adversely affects the integrity or reputation of the company, its employees or its products or services, as determined by the board of directors; and

•

"good reason" generally means, subject to the company's cure rights, the occurrence of any of the following, without the NEO's written consent (i) a material diminution in his duties, authority or responsibilities, (ii) a reduction in his base salary or annual bonus opportunity, (iii) a material breach by the company of the employment agreement, (iv) a relocation of his principal place of employment for Mr. Greskoviak or a relocation of his principal residence for Mr. Ryan, or (v) a sale of the company to a third party if such third party fails to assume all obligations under the employment agreement.

        We extended an offer letter to Mr. Hallgren in March 2014 and amended the offer letter in October 2014 in connection with Mr. Hallgren's promotion to Chief Financial Officer. The offer letter, as amended, entitles Mr. Hallgren to an annual base salary of $200,000 and an annual target bonus opportunity of 30% of his annual base salary. Mr. Hallgren is not entitled to any severance benefits upon a termination of employment. Our board of directors has approved an increase in Mr. Hallgren's annual base salary to $250,000 and an increase in Mr. Hallgren's annual target bonus opportunity to 50% of his annual base salary, such increases effective October 1, 2015.

Potential Payments Upon a Change in Control

        The unvested Class A Common Units (excluding those that vest subject to Vestar attaining specified investment return hurdles), Class A-1 Common Units and Class B Common Units held by our NEOs vest in full upon a change in control of our company, subject to the NEO remaining employed with us until the change in control transaction. In addition, the unvested Class A Common Units and Class C Common Units held by our NEOs that are eligible to vest based on Vestar attaining specified investment return hurdles would vest in a change in control transaction that results in Vestar attaining the investment return hurdles, subject to the NEO remaining employed with us until the change in control transaction. Refer to the footnotes to our Outstanding Equity Awards as of December 31, 2014 table for information regarding the investment return hurdles applicable to Common Units held by our NEOs as of December 31, 2014.

2015 Incentive Award Plan

        In connection with this offering, we intend to adopt the 2015 Plan, subject to approval by our stockholders, under which we may grant cash and equity-based incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the 2015 Plan, as it is currently contemplated, are summarized below. Our board of directors is still in the process of developing, approving and implementing the 2015 Plan and, accordingly, this summary is subject to change.

        Eligibility and Administration.    Our employees, consultants and directors, and employees, consultants and directors of our subsidiaries will be eligible to receive awards under the 2015 Plan. Following our initial public offering, the 2015 Plan will be administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under Section 16 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, stock exchange rules and other laws, as applicable. The plan administrator will have the

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authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2015 Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the 2015 Plan, including any vesting and vesting acceleration conditions.

        Limitation on Awards and Shares Available.    An aggregate of 7,120,000 shares of our common stock will initially be available for issuance under awards granted pursuant to the 2015 Plan. No more than 7,120,000 shares of common stock may be issued upon the exercise of incentive stock options. Shares issued under the 2015 Plan may be authorized but unissued shares, shares purchased in the open market or treasury shares.

        If an award under the 2015 Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in us acquiring shares covered by the award at a price not greater than the price (as adjusted to reflect any equity restructuring) originally paid for the shares, such shares will be used again for new grants under the 2015 Plan. Any shares delivered to us by a participant to satisfy the applicable exercise or purchase price of an award and/or to satisfy any applicable tax withholding obligation will also be available for award grants under the 2015 Plan. Awards granted under the 2015 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2015 Plan. The maximum aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718 (or any successor thereto), of awards granted to any non-employee director for services as a director pursuant to the 2015 Plan during any fiscal year may not exceed $500,000.

        Awards.    The 2015 Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, restricted stock, dividend equivalents, stock payments, restricted stock units, or RSUs, stock appreciation rights, or SARs, and other stock or cash based awards. Certain awards under the 2015 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Internal Revenue Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2015 Plan will be set forth in award agreements, which will detail the terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

•

Stock Options.  Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Internal Revenue Code are satisfied. The exercise price of a stock option generally will not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

•

SARs.  SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR will generally not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction), and the term of a SAR may not be longer than ten

107

years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

•

Restricted Stock and RSUs.  Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met, and may be accompanied by the right to receive the equivalent value of dividends paid on shares of our common stock prior to the delivery of the underlying shares. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine. Participants holding shares of restricted stock will be entitled to ordinary cash dividends paid with respect to such shares, unless otherwise provided in the award agreement. Participants holding RSUs will only be entitled to receive dividend equivalents if the plan administrator provides for it in its discretion.

•

Other Stock or Cash Based Awards.  Other stock or cash based awards are awards of cash, fully vested shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of other stock or cash based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

        Performance Awards.    Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include but are not limited to: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders' equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing initiatives, any of which may be

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measured in absolute terms or as compared to any incremental increase or decrease, peer group results, or market performance indicators or indices.

        Certain Transactions.    In connection with certain transactions and events affecting our common stock, including a change in control, or change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the 2015 Plan to prevent the dilution or enlargement of intended benefits, facilitate such transaction or event, or give effect to such change in applicable laws or accounting principles. This includes canceling awards, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares available, and replacing or terminating awards under the 2015 Plan. In addition, in the event of certain non-reciprocal transactions with our stockholders, or an "equity restructuring," the plan administrator will make equitable adjustments to the 2015 Plan and outstanding awards as it deems appropriate to reflect the equity restructuring.

        Foreign Participants, Claw-Back Provisions, Transferability and Participant Payments.    With respect to participants who are foreign nationals or employed outside the United States, the plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2015 Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2015 Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a promissory note, a "market sell order" or such other consideration as it deems suitable.

        Plan Amendment and Termination.    Our board of directors may amend awards, including repricing outstanding options or SARs, or amend or terminate the 2015 Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the 2015 Plan, may materially and adversely affect an award outstanding under the 2015 Plan without the consent of the affected participant. Our board of directors is required to obtain stockholder approval of any amendment to the 2015 Plan to the extent necessary to comply with applicable laws. The 2015 Plan will remain in effect until the tenth anniversary of its effective date, unless earlier terminated by our board of directors.

Director Compensation

        We have historically provided annual cash retainers to our non-employee directors. In addition, PG Holdco has, from time to time, granted awards of restricted Class A common units and Class A-1 common units to non-employee directors as compensation for their service on our board. Directors who are also our employees or employees of Vestar received no additional compensation for their service on our board during 2014.

        For 2014, non-employee directors received an annual retainer of $50,000, payable in quarterly installments and prorated for any partial year of service. In addition, in April 2014, the PG Holdco management committee granted an award of restricted Class A-1 common units to Mr. Kennedy in connection with his commencing service on our board. The units vest in annual installments of 25% on each of the first four anniversaries of the date he commenced service on our board, subject to his continued service on our board and full accelerated vesting on a change in control of our company. None of our other non-employee directors received equity-based awards in 2014.

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2014 Director Compensation Table

Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)		Total ($)
Norman W. Alpert		—		—		—
Andrew J. Cavanna		—		—		—
Roger C. Holstein		—		—		—
Ken Graboys	$	50,000		—	$	50,000
Edward M. Kennedy, Jr.	$	41,667	$	200,000	$	241,667
Leslie V. Norwalk	$	50,000		—	$	50,000
Dr. Ralph Snyderman	$	50,000		—	$	50,000
Ellen M. Zane	$	50,000		—	$	50,000

⁽¹⁾

Each of Messrs. Holstein, Graboys and Kennedy resigned from our board on February 6, 2015, February 6, 2015 and February 8, 2015, respectively, and no longer serve as directors.

⁽²⁾

Represents the grant date fair value of Class A-1 Common Units in PG Holdco computed in accordance with FASB ASC Topic 718. The table below shows the aggregate number of unvested Class A common units and Class A-1 common units in PG Holdco held by each non-employee director as of December 31, 2014. None of our non-employee directors held any options or other unit awards as of such date.

Name	Unvested Restricted Units Outstanding as of December 31, 2014(a)
Norman W. Alpert		—
Andrew J. Cavanna		—
Roger C. Holstein		—
Ken Graboys		2,133.98
Edward M. Kennedy, Jr.		9,917.20
Leslie V. Norwalk		4,958.60
Dr. Ralph Snyderman		7,437.90
Ellen M. Zane		4,958.60

^(a)

Represents restricted Class A-1 common units in PG Holdco for Mr. Kennedy and restricted Class A common units in PG Holdco for all other directors.

        Our board of directors intends to make restricted stock grants valued at $125,000 (based on the offering price of our common stock in this offering) to each of our non-employee directors who is not affiliated with Vestar effective on the filing of a registration statement on Form S-8 covering issuances under the 2015 Plan. These restricted stock awards will vest in a single installment on the date of our first annual meeting of stockholders following this offering, subject to accelerated vesting in the event of a change in control. In addition, at the effective time of this offering, we intend to implement a compensation program for our non-employee directors under which each non-employee director will receive the following amounts for their service on our board of directors:

•

at each annual meeting of stockholders, a number of shares of restricted stock valued at $125,000 as of the date of grant, which will vest in a single installment on the earliest of the first anniversary of the date of grant, the next annual meeting of stockholders and a change in control of our company;

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•

an annual retainer of $50,000; and

•

if the director serves on a committee of our board of directors, an additional annual retainer as follows:

•

chairman of the audit committee: $25,000;

•

audit committee member other than the chairman: $15,000;

•

chairman of the compensation committee: $15,000;

•

compensation committee member other than the chairman: $10,000;

•

chairman of the nominating and corporate governance committee: $10,000; and

•

nominating and corporate governance committee member other than the chairman: $6,000.

        Annual retainers will be payable in arrears in four equal quarterly installments not later than the 15^th day following the end of each fiscal quarter and prorated for any portion of a quarter that a director is not serving as a non-employee member of our board. No retainer will be paid under the program for service prior to the program's effectiveness.

        Each member of our board of directors is entitled to be reimbursed for reasonable travel and other expenses incurred in connection with attending meetings of the board of directors and any committee of the board of directors on which he or she serves.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        Set forth below is a description of certain relationships and related party transactions between us or our subsidiaries, and our directors, executive officers and holders of more than 5% of our voting securities.

Limited Liability Company Agreement

        On April 15, 2014, the members of PG Holdco entered into the Ninth Amended and Restated Limited Liability Company Agreement (as amended, the "LLC Agreement"). The LLC Agreement governs the affairs of PG Holdco and the conduct of its business, and sets forth certain terms of the equity units held by members of PG Holdco, including, among other things, the right of members to receive distributions, the voting rights of holders of equity units and the composition of the management committee, subject to the terms of the Securityholders Agreement. Subject to the terms of the Securityholders Agreement, any member of the management committee may be removed at any time by the holders of a majority of the total voting power of the outstanding Class A Common Units and Class A-1 Common Units.

        The management committee manages and controls the business and affairs of PG Holdco and has the power to, among other things, amend the LLC Agreement, approve any significant corporate transactions and appoint officers. It can also delegate such authority by agreement or authorization.

        The LLC Agreement also contains agreements among the parties with respect to the allocation of net income and net loss and the distribution of assets among the holders of the Preferred Units and the Common Units. The value of the Preferred Units accrues over time so that holders of the Preferred Units are entitled to receive a specified rate of return upon distributions by PG Holdco prior to any distributions in respect of the Common Units.

        Concurrently with the consummation of the Distribution, the LLC Agreement will be terminated.

Securityholders Agreement

        PG Holdco entered into the Second Amended and Restated Securityholders Agreement (the "Securityholders Agreement") on November 9, 2012, with Vestar, an affiliate of Vestar, the management and director investors, certain other holders of equity units in PG Holdco, and any future parties to such agreement as amended (collectively, the "Securityholders").

        The Securityholders Agreement provides that the Securityholders will vote all of their units to elect and continue in office a management committee of PG Holdco and a board of directors of Press Ganey Holdings, Inc., or Press Ganey Holdings, composed of:

•

up to eight designees of Vestar; and

•

the chief executive officer of Press Ganey Holdings.

        In addition, each Securityholder has agreed, subject to certain limited exceptions, that he or she will vote all of his or her units as directed by Vestar in connection with amendments to PG Holdco's organizational documents, mergers or other business combinations, the disposition of all or substantially all of PG Holdco's property and assets, reorganizations, recapitalizations or the liquidation, dissolution or winding-up of PG Holdco.

        The Securityholders Agreement provides, among other things:

•

for limitations on the transfer of securities by the employee investors and the co-investors;

•

PG Holdco with a right of first refusal with respect to proposed transfers of securities of PG Holdco by the employee investors;

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•

the employee investors and co-investors with "tag-along" rights with respect to transfers of securities owned by Vestar;

•

Vestar with "drag-along" rights with respect to securities owned by the investors in a sale of a majority of the equity or voting interests of PG Holdco or certain of their holding company subsidiaries, or in a sale of all or substantially all of the assets of PG Holdco and its subsidiaries; and

•

the employee investors and co-investors who own Preferred Units or Class A Common Units or Class A-1 Common Units with certain participation rights in issuances of new Preferred Units or Common Units by PG Holdco to Vestar and its affiliates.

        In addition, Vestar has certain rights to require PG Holdco (or its successors) to register securities held by the Securityholders under the Securities Act up to three times, and Vestar and the other Securityholders have certain rights to participate in publicly registered offerings of PG Holdco's common equity initiated by PG Holdco or other third parties.

        Concurrently with the consummation of the Distribution, the Securityholders Agreement will be terminated.

Management Agreement

        Vestar, PG Holdco, Press Ganey Associates, Inc. and Press Ganey Holdings are parties to a management agreement relating to certain advisory and consulting services rendered by Vestar. In consideration of those services, we have agreed to pay to Vestar an aggregate per annum management fee equal to the greater of (i) $500,000 or (ii) an amount per annum equal to 1.0% of our consolidated earnings before interest, taxes and depreciation and amortization for each fiscal year before deduction of Vestar's fee, calculated in accordance with our Senior Secured Credit Facilities. We also agreed to indemnify Vestar and its affiliates from and against all losses, claims, damages and liabilities arising out of the performance by Vestar of its services pursuant to the management agreement. The management agreement will terminate at such time as Vestar and its partners and their respective affiliates hold, directly or indirectly in the aggregate, less than 20% of the voting power of our outstanding voting stock. This agreement also provides for the payment of reasonable and customary advisory fees to Vestar for services in connection with a sale of PG Holdco, or any of its subsidiaries or any extraordinary acquisition by or involving PG Holdco or any of its subsidiaries, which fees are payable on the date of completion of any such transaction, plus Vestar's out-of-pocket expenses.

        Pursuant to the management agreement, we incurred $1,047,000, $907,000 and $968,000 of management fees to Vestar in the years ended December 31, 2014, 2013 and 2012, respectively. During the three months ended March 31, 2015 and 2014 we incurred $286,295 and $230,000, respectively, of management fees to Vestar. In addition, we recorded an expense for Vestar's reimbursable expenses, totaling $63,134, $41,420 and $69,431 in the years ended December 31, 2014, 2013 and 2012, respectively, and $18,670 and $48,572 for the three months ended March 31, 2015 and 2014, respectively.

        In connection with this offering, we will pay Vestar a one-time transaction advisory fee of $8.5 million. The management agreement will terminate upon the closing of this offering.

Employee Loans

        On February 27, 2012, Press Ganey Associates, our wholly owned subsidiary, made a loan to Patrick T. Ryan, our Chief Executive Officer, for a total principal amount of $9.25 million, bearing interest at an annual rate of 10.00% pursuant to a promissory note dated February 27, 2012 to pay for the purchase of Preferred Units and Class A Common Units of PG Holdco no later than February 27, 2022.

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        On May 21, 2012, Press Ganey Associates made a loan to Patricia Cmielewski, our Chief Marketing Officer, for a total principal amount of approximately $0.52 million, bearing interest at an annual rate of 2.89% pursuant to a promissory note dated May 21, 2012 to pay for the purchase of Preferred Units and Class A and Class B Common Units of PG Holdco no later than May 21, 2022.

        On June 1, 2012, Press Ganey Associates made a loan to Joseph Greskoviak, our Chief Operating Officer, for approximately $1.04 million, bearing interest at an annual rate of 2.64% pursuant to a promissory note dated June 1, 2012 to pay for the purchase of Preferred Units and Class A and Class B Common Units of PG Holdco no later than June 1, 2022.

        On December 26, 2012, Press Ganey Associates made a loan to Devin J. Anderson, our General Counsel, for a total principal amount of approximately $0.50 million, bearing interest at an annual rate of 2.40% pursuant to a promissory note dated December 26, 2012 to pay for the purchase of Preferred Units and Class A and Class B Common Units of PG Holdco no later than December 26, 2022.

        On December 11, 2013, Press Ganey Associates made a loan to Suda Suvarna, our Chief Information Officer, for a total principal amount of approximately $0.52 million, bearing interest at an annual rate of 3.32% pursuant to a promissory note dated December 11, 2013 to pay for the purchase of Preferred Units and Class A and Class B Common Units of PG Holdco no later than December 11, 2023.

        On April 1, 2014, Press Ganey Associates made a loan to Matthew W. Hallgren, our Chief Financial Officer, for a total principal amount of $70,350, bearing interest at an annual rate of 3.32% pursuant to a promissory note dated April 1, 2014 to pay for the purchase of Class B Common Units of PG Holdco no later than April 1, 2024.

        All of these loans were made by Press Ganey Associates, and all were repaid and/or forgiven and were no longer outstanding on or before April 3, 2015. An aggregate amount of approximately $1.9 million of these loans were forgiven by Press Ganey Associates. For more information on the treatment of the employee loans, see Note 11 to our audited consolidated financial statements included elsewhere in this prospectus.

Registration Rights Agreement

        In connection with this offering, we intend to enter into a registration rights agreement with Vestar. Pursuant to the registration rights agreement, Vestar will be entitled to request that we register the shares of our common stock held by Vestar on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be "shelf registrations." Vestar will also be entitled to participate in certain registered offerings by us, subject to the terms and conditions in the registration rights agreement. We will pay Vestar's expenses in connection with the exercise of these rights.

Employment Agreements

        We have entered into employment agreements with our named executive officers. For more information regarding the agreements with our named executive officers, see "Executive and Director Compensation—Employment Agreements."

Indemnification Agreements

        We expect to enter into indemnification agreements with each of our directors and executive officers. Each indemnification agreement will provide that, subject to limited exceptions, and among other things, we will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as our director or officer.

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Policies and Procedures for Related Person Transactions

        Our board of directors has adopted a written related person transaction policy, to be effective upon the closing of this offering, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit Committee considers all relevant facts and circumstances, including whether the transaction is on terms comparable to those that could be obtained in an arm's length transaction and the extent of the related person's interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

        All related party transactions described in this section occurred or will occur prior to adoption of this policy and as such, these transactions were not subject to the approval and review procedures set forth in the policy, but were nonetheless subject to the approval and review procedures in effect at the applicable times.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth information with respect to the beneficial ownership of our common stock, as of May 8, 2015, after giving effect to the 2,800-for-one stock split of our common stock, which we effected on May 8, 2015, and the Distribution, by:

•

each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock;

•

each of our named executive officers;

•

each of our directors; and

•

all of our executive officers and directors as a group.

        Each stockholder's percentage of beneficial ownership is based on 43,313,200 shares of common stock outstanding as of May 8, 2015, assuming no exercise of the underwriters' option to purchase additional shares from us and an initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. Because the relative percentage ownership of the existing stockholders will be determined by reference to the initial public offering price in this offering, a change in the assumed initial public offering price would have a corresponding impact on the relative percentage ownership of the existing stockholders presented in this prospectus after giving effect to this offering. See "Executive and Director Compensation—Effect of the Distribution and this Offering." However, a change in the assumed initial public offering price would not impact the percentage ownership of the existing stockholders as a group.

        The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. Accordingly, if an individual or entity is a member of a "group" which has agreed to act together for the purpose of acquiring, holding, voting or disposing of such securities, such individual or entity is deemed to be the beneficial owner of such securities held by all members of the group. Further, if an individual or entity has or shares the power to vote or dispose of such securities held by another entity, beneficial ownership of such securities held by such entity may be attributed to such other individuals or entities.

        In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options held by such person that are currently exercisable or will become exercisable within 60 days of May 8, 2015 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless noted otherwise, the address of all listed stockholders is c/o Press Ganey Holdings, Inc., 401 Edgewater Place, Suite 500, Wakefield, Massachusetts 01880. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

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			Percentage of Shares Beneficially Owned
Name of Beneficial Owner	Number of Shares Beneficially Owned		Before Offering			After Offering
5% or Greater Stockholders:
Funds affiliated with Vestar(1)		31,068,671		71.7	%		59.5	%
Executive Officers and Directors:
Patrick T. Ryan		1,226,755		2.8	%		2.3	%
Joseph Greskoviak		366,547		*			*
Patricia L. Riskind		304,482		*			*
Suda Suvarna		77,154		*			*
David Costello		78,907		*			*
Patricia Cmielewski		139,366		*			*
Devin J. Anderson		166,908		*			*
Matthew W. Hallgren		42,377		*			*
Norman W. Alpert(2)		—		—			—
Andrew J. Cavanna(3)		—		—			—
Leslie V. Norwalk		19,891		*			*
Gregory S. Roth		—		—			—
Dr. Ralph Snyderman		19,891		*			*
Ellen M. Zane		19,891		*			*
All directors and executive officers as a group (14 persons)		2,462,169		5.7	%		4.7	%

*

Less than 1%.

⁽¹⁾

Includes shares of common stock that will be held directly following the Distribution by funds affiliated with Vestar. Beneficial ownership by funds affiliated with Vestar includes 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"). 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 have beneficial ownership of the shares owned by the Vestar Investors. Each of Vestar V, Vestar Associates V, VMV and Mr. O'Connell disclaims economic ownership of any securities beneficially owned by the Vestar Investors, except to the extent of its pecuniary interest therein. The address of each of the Vestar Investors, Vestar Associates V, VMV and Mr. O'Connell is c/o Vestar Capital Partners, 245 Park Avenue, 41st Floor, New York, NY 10167.

⁽²⁾

Mr. Alpert is a managing director of Vestar and may be deemed to beneficially own the shares of common stock held by funds affiliated with Vestar. Mr. Alpert disclaims economic ownership of such securities, except to the extent of his pecuniary interest therein. The address for Mr. Alpert is c/o Vestar Capital Partners, Inc., 245 Park Avenue, 41^st Floor, New York, NY 10167.

⁽³⁾

Mr. Cavanna is a managing director of Vestar and may be deemed to beneficially own the shares of common stock held by funds affiliated with Vestar. Mr. Cavanna disclaims economic ownership of such securities, except to the extent of his pecuniary interest therein. The address for Mr. Cavanna is c/o Vestar Capital Partners, Inc., 245 Park Avenue, 41^st Floor, New York, NY 10167.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Secured Credit Facilities

        On April 20, 2012, we, our parent, PG Holdco, and certain of our subsidiaries entered into a first lien credit agreement with Barclays Bank PLC, as administrative agent and collateral agent, and the other agents and lenders named therein, for Senior Secured Credit Facilities, consisting of a $400.0 million Term Loan Facility and a $30.0 million Revolving Credit Facility. The Term Loan Facility has a six-year maturity and the Revolving Credit Facility has a five-year maturity. The first lien credit agreement provides that we may make one or more offers to the lenders, and consummate transactions with individual lenders that accept the terms contained in such offers, to extend the maturity date of the lender's revolving commitments, subject to certain conditions.

        All of our obligations under the Senior Secured Credit Facilities are guaranteed by PG Holdco (which will be liquidated in the Distribution) and the subsidiary guarantors named therein (the "Guarantors"). The obligations under the Senior Secured Credit Facilities are secured by a pledge of 100% of Press Ganey Holdings' capital stock and the capital stock of subsidiaries owned by Press Ganey Holdings and any other subsidiary Guarantor (provided that in the case of a foreign subsidiary, 65% of its voting capital stock and 100% of its non-voting stock is pledged), and a security interest in substantially all of the tangible and intangible assets of each Guarantor.

        The Revolving Credit Facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as the "swingline loans." Any issuance of letters of credit or making of a swingline loan will reduce the amount available under the Revolving Credit Facility.

        At our option, we may add term loan or revolving credit facilities or increase the commitments under our existing the Term Loan Facility or the Revolving Credit Facility (subject to a $30.0 million maximum commitment under the Revolving Credit Facility), or issue incremental notes in lieu thereof, in an aggregate amount of $75.0 million plus an additional amount subject to certain leverage ratios and so long as certain conditions are met, including (i) a senior secured first lien leverage ratio of not more than 4.25 to 1.00 (calculated on a pro forma basis) and (ii) if there are any unsecured incremental notes outstanding, a consolidated total net debt ratio of not more than 6:00 to 1:00 (calculated on a pro forma basis).

        Borrowings under the Senior Secured Credit Facilities bear interest at either:

•

in the case of ABR loans, the base rate equal to the greater of (a) the prime rate of Barclays Bank PLC, (b) the federal funds rate plus ¹/2 of 1.0%, and (c) the LIBOR rate (which shall be no less than 1.00% per annum) for an interest period of one-month plus 1.00%, plus a margin of (x) in the case of loans under the Term Loans Facility, 2.25% or (y) in the case of loans under the Revolving Credit Facility, (1) 2.75% if the senior secured net leverage ratio is less than or equal to 4.00 to 1.00 or (2) 3.00% if the senior secured net leverage ratio is greater than 4:00 to 1.00; or

•

in the case of Eurodollar loans, the LIBOR rate, plus a margin of (a) in the case of loans under the Term Loan Facility, 3.25% or (b) in the case of loans under the Revolving Credit Facility, (1) 3.75% if the senior secured net leverage ratio is less than or equal to 4.00 to 1.00 or (2) 4.00% if the senior secured net leverage ratio is greater than 4:00 to 1.00. We are also required to pay a commitment fee to the lenders under the Revolving Credit Facility at an initial rate of 0.50% of the average daily unutilized commitments thereunder. We must also pay customary letter of credit fees.

        The Senior Secured Credit Facilities requires us to make mandatory prepayments, subject to certain exceptions, with: (i) 50% (which percentage will be reduced upon our achievement of certain senior secured net leverage ratios) of our annual excess cash flow; (ii) 100% of net cash proceeds of all

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non-ordinary course assets sales or other dispositions of property, subject to certain exceptions and thresholds; and (iii) 100% of the net cash proceeds of any debt incurrence, other than debt permitted to be incurred under the Senior Secured Credit Facilities. We are required to repay the Term Loan Facility portion of the Senior Secured Credit Facilities in quarterly principal installments of approximately $1.1 million, with the balance payable at maturity.

        The Senior Secured Credit Facilities contains financial maintenance covenants. We are required to maintain at the end of each fiscal quarter the senior secured net leverage ratio (4.75 to 1.00 at March 31, 2015, stepping down to 4.50 to 1.00 at December 31, 2015, 4.25 to 1.00 at March 31, 2016 and 4.00 to 1.00 at December 31, 2016 and thereafter) and a minimum interest coverage ratio (3.25 to 1.00 at March 31, 2015 and thereafter) with respect to such fiscal quarter.

        The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries to: (i) incur additional indebtedness; (ii) create liens on assets; (iii) engage in mergers, consolidations or sales of all or substantially all assets; (iv) sell assets; (v) pay dividends and distributions or repurchase capital stock; (vi) enter into hedge agreements; (vii) make acquisitions, investments, loans or advances; (viii) repay certain junior indebtedness; (ix) engage in certain transactions with affiliates; (x) amend material agreements governing certain of our junior indebtedness; and (xi) change our lines of business. The Senior Secured Credit Facilities also contain certain customary representations and warranties, affirmative covenants, reporting obligations and events of default.

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DESCRIPTION OF CAPITAL STOCK

        The following summary of certain provisions of our capital stock does not purport to be complete and is subject to our amended and restated certificate of incorporation, our amended and restated bylaws and applicable law. Copies of our amended and restated certificate of incorporation and amended and restated bylaws will be filed as exhibits to the registration statement, of which this prospectus is a part.

Authorized Capitalization

General

        Upon the closing of this offering, our authorized capital stock will consist of 350,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share.

        As of May 8, 2015, we had issued and outstanding 43,313,200 shares of our common stock.

        After giving effect to the closing of this offering, we will have 52,213,200 shares of common stock and no shares of preferred stock outstanding. The following summary describes all material provisions of our capital stock. We urge you to read our amended and restated certificate of incorporation and our amended and restated bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part.

Common Stock

        Our common stock is not entitled to preemptive or other similar subscription rights to purchase any of our securities. Our common stock is neither convertible nor redeemable. There will be no sinking fund provisions applicable to our common stock. Unless our Board of Directors determines otherwise, we will issue all of our capital stock in uncertificated form.

Preferred Stock

        After giving effect to the closing of this offering, we will not have any shares of preferred stock outstanding. Our Board of Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of our preferred stock could have the effect of decreasing the trading price of our common stock, restricting dividends on our capital stock, diluting the voting power of our common stock, impairing the liquidation rights of our capital stock, or delaying or preventing a change in control of our company.

Voting Rights

        Each holder of our common stock is entitled to one vote per share on each matter submitted to a vote of stockholders. Our amended and restated bylaws provide that the presence, in person or by proxy, of holders of shares representing a majority of the outstanding shares of capital stock entitled to vote at a stockholders' meeting constitutes a quorum. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law, the rules or regulations of any stock exchange applicable to the Company, our certificate of incorporation or our amended and restated bylaws, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights.

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Dividend Rights

        Each holder of shares of our capital stock will be entitled to receive such dividends and other distributions in cash, stock or property as may be declared by our Board of Directors from time to time out of our assets or funds legally available for dividends or other distributions. See the section entitled "Dividend Policy." These rights are subject to the preferential rights of any other class or series of our preferred stock.

Other Rights

        Each holder of common stock is subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that we may designate and issue in the future. This offering is not subject to pre-emptive rights.

Liquidation Rights

        If our company is involved in a consolidation, merger, recapitalization, reorganization, or similar event, each holder of common stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

        Our amended and restated certificate of incorporation and our amended and restated bylaws will contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with the Board of Directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give the Board of Directors the power to discourage acquisitions that some stockholders may favor.

Action by Written Consent, Special Meeting of Stockholders and Advance Notice Requirements for Stockholder Proposals

        The DGCL permits stockholder action by written consent unless otherwise provided in a corporation's certificate of incorporation. Our amended and restated certificate of incorporation will provide that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting once Vestar and its affiliates cease to beneficially own more than 50% of our outstanding shares. Our amended and restated certificate of incorporation and bylaws will also provide that, except as otherwise required by law, special meetings of the stockholders can be called by the Board of Directors, until the date that Vestar ceases to beneficially own more than 50% of our outstanding shares, at the request of Vestar and its affiliates. Except as described above, stockholders will not be permitted to call a special meeting or to require the Board of Directors to call a special meeting. In addition, our amended and restated bylaws require advance notice procedures for stockholder proposals to be brought before an annual meeting of the stockholders, including the nomination of directors. Stockholders at an annual meeting may only consider the proposals specified in the notice of meeting or brought before the meeting by or at the direction of the Board of Directors, or by a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered a timely written notice in proper form to our secretary, of the stockholder's intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting any stockholder actions, even if they are favored by the holders of a majority of our outstanding voting securities.

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Classified Board

        Our amended and restated certificate of incorporation will provide that our Board of Directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. As a result, approximately one-third of our Board of Directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board.

Removal of Directors

        Our amended and restated certificate of incorporation will provide that directors may be removed with or without cause at any time upon the affirmative vote of holders of at least a majority of the voting power of all outstanding shares of capital stock entitled to vote in the election of directors until Vestar ceases to beneficially own more than 50% of our outstanding shares. After such time, directors may only be removed from office for cause and only upon the affirmative vote of at least 75% of the voting power of our outstanding shares of common stock entitled to vote in the election of directors.

Amendment to Certificate of Incorporation and Bylaws

        The DGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation's certificate of incorporation or bylaws is required to approve such amendment, unless a corporation's certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our amended and restated bylaws may be amended, altered, changed or repealed by a majority vote of our Board of Directors, provided that, in addition to any other vote otherwise required by law, after the date on which Vestar ceases to beneficially own more than 50% of our outstanding shares, any amendment, alteration, change, or repeal of our amended and restated bylaws by our stockholders will require the affirmative vote of at least 75% of the voting power of our outstanding shares of common stock. Additionally, after the date on which Vestar ceases to beneficially own more than 50% of our outstanding shares, the affirmative vote of at least 75% of the voting power of the outstanding shares of capital stock entitled to vote on the adoption, alteration, amendment or repeal of our amended and restated certificate of incorporation, voting as a single class, will be required to amend or repeal or to adopt any provision inconsistent with specified provisions of our amended and restated certificate of incorporation. This requirement of a supermajority vote to approve amendments to our amended and restated certificate of incorporation and amended and restated bylaws could enable a minority of our stockholders to exercise veto power over any such amendments.

Delaware Anti-Takeover Statute

        Section 203 of the DGCL provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an "interested stockholder" and may not engage in certain "business combinations" with the corporation for a period of three years from the time such person acquired 15% or more of the corporation's voting stock, unless: (1) the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder, (2) the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans), or (3) the merger transaction is approved by the board of directors and by the affirmative vote at a meeting, not by written consent, of stockholders of two-thirds of the holders of the outstanding voting stock which is not owned by the interested stockholder. The provisions of Section 203 of the DGCL generally prohibit or delay the accomplishment of mergers or other takeover or change-in-control attempts that are not approved by a company's board of directors. A Delaware corporation may elect in its certificate of incorporation or bylaws not to be governed by this particular Delaware law.

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        Under our amended and restated certificate of incorporation, until the date on which Vestar ceases to beneficially own more than 50% of our outstanding shares, we will opt out of Section 203 of the DGCL. Accordingly, any person that would be deemed to be an "interested stockholder" will not be subject to the restrictions of Section 203 of the DGCL on mergers or other takeover or change-in-control transactions until the date on which Vestar ceases to beneficially own more than 50% of our outstanding shares.

Stockholders Not Entitled to Cumulative Voting

        Our amended and restated certificate of incorporation does not permit stockholders to cumulate their votes in the election of directors. Accordingly, the holders of a majority of the outstanding shares of our common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they choose, other than any directors that holders of our preferred stock may be entitled to elect.

Corporate Opportunity

        Messrs. Alpert and Cavanna, who are managing directors of Vestar, serve on our Board of Directors. Our amended and restated certificate of incorporation provides that we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to Vestar or any of its officers, directors, employees, members, managers, partners, affiliates and subsidiaries (other than us and our subsidiaries) and that may be a business opportunity for Vestar, even if the opportunity is one that we might reasonably have pursued or had the ability or desire to pursue if granted the opportunity to do so. No such person will be liable to us for breach of any fiduciary or other duty, as a director or officer or otherwise, to the fullest extent permitted by law by reason of the fact that such person pursues or acquires any such business opportunity, directs any such business opportunity to another person or fails to present any such business opportunity, or information regarding any such business opportunity, to us. Neither Vestar nor any of its representatives has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us or any of our subsidiaries.

Limitations on Liability and Indemnification of Officers and Directors

        Our amended and restated certificate of incorporation will limit the liability of our directors to the fullest extent permitted by the DGCL, and our amended and restated bylaws will provide that we will indemnify them to the fullest extent permitted by such law. We expect to enter into indemnification agreements with our current directors and executive officers prior to the closing of this offering and expect to enter into similar agreements with any new directors or executive officers. See "Certain Relationships and Related Party Transactions—Indemnification Agreements."

Exclusive Jurisdiction of Certain Actions

        Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Payment of Legal Fees in Certain Proceedings

        Our amended and restated certificate of incorporation provides, to the fullest extent permitted by law, in the event that any current or former stockholder, any current or former director, or any person

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acting on behalf of such stockholder or director (including any third party that receives substantial assistance from any such person or entity if such person or entity has a direct financial interest in the claim or proceeding of such third party), which we collectively refer to as claiming parties, (x) initiates, asserts or joins, offers substantial assistance to, or has a direct financial interest in (1) any derivative action or proceeding brought on our behalf, (2) any claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (3) any action against us or any of our directors, officers, employees or agents arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws, or (4) any action asserting a claim governed by the internal affairs doctrine, each of the foregoing, a claim, or joins any such claim as a named party, and (y) does not thereby obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy or relief sought in the claim, then such claiming party may be obligated to reimburse us and our officers and directors for all fees, costs and expenses (including attorneys' fees and the fees of experts) actually and reasonably incurred by us or our officers and directors in defending such claim.

        This fee-shifting provision of our amended and restated certificate of incorporation is not limited to specific types of actions, but is potentially applicable to all actions to the fullest extent permitted by law. There are several types of remedies that a claiming party may seek in connection with an action or proceeding against us, including declaratory or injunctive relief, or monetary damages. If a claiming party is not successful in obtaining a judgment that achieves in substance, such as in the case of a claim for declaratory or injunctive relief, or amount, such as in the case of a claim for monetary damages, our and or officers' and directors' litigation expenses may be shifted to the claiming party.

        Fee-shifting provisions are relatively new and untested. The case law and potential legislative action on fee-shifting provisions are evolving and there exists considerable uncertainty regarding the validity of, and potential judicial and legislative responses to, such provisions. For example, it is unclear whether our ability to invoke the fee-shifting provision of our amended and restated certificate of incorporation in connection with claims under the federal securities laws, including claims related to this offering, would be pre-empted by federal law. Similarly, it is unclear how courts might apply the standard that a claiming party must obtain a judgment that substantially achieves, in substance and amount, the full remedy sought. The application of the fee-shifting provision of our amended and restated certificate of incorporation in connection with such claims, if any, will depend in part on future developments of the law, and the Delaware Corporation Law Council has recently recommended that the DGCL be amended to expressly prohibit companies from including fee-shifting provisions in their certificate of incorporation or bylaws for claims brought against officers and directors for violation of their state law duties. We cannot assure you that we will or will not invoke the fee-shifting provision of our amended and restated certificate of incorporation in any particular dispute, including any claims related to this offering.

        If a stockholder that brings any such claim, suit, action or proceeding is unable to obtain the judgment sought, the attorneys' fees and other litigation expenses that might be shifted to a claiming party are potentially significant. This fee-shifting provision, therefore, may dissuade or discourage current or former stockholders from initiating lawsuits or claims against us or our directors and officers. In addition, it may impact the fees, contingent or otherwise, required by potential plaintiffs' attorneys to represent our stockholders or otherwise discourage plaintiffs' attorneys from representing our stockholders at all. As a result, this provision may limit the ability of stockholders to affect the management and direction of our company, particularly through litigation or the threat of litigation.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock will be American Stock Transfer & Trust Company, LLC.

Listing

        We have applied to list our common stock on the NYSE under the symbol "PGND."

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SHARES ELIGIBLE FOR FUTURE SALE

        Immediately prior to this offering, there was no public market for our common stock. Future sales of substantial amounts of common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock.

        Upon the closing of this offering, we will have outstanding an aggregate of 52,213,200 shares of common stock, assuming the issuance of 8,900,000 shares of common stock offered by us in this offering. Of these shares, all shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our "affiliates," as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.

        After this offering, 43,313,200 shares of common stock held by existing stockholders will be "restricted securities," as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below. We expect that substantially all of these shares will be subject to the 180-day lock-up period under the lock-up agreements described below.

Lock-Up Agreements

        We, all of our directors and executive officers and the holders of substantially all of our outstanding stock, who together will hold an aggregate of approximately 41,100,000 shares of our common stock after the completion of this offering, have agreed that, for a period of 180 days after the date of this prospectus, subject to certain limited exceptions as described below, we and they will not directly or indirectly, without the prior written consent of each of Barclays Capital Inc. and Goldman, Sachs & Co., (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of common stock (including shares of common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the SEC and shares of common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for common stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of common stock or securities convertible, exercisable or exchangeable into common stock or any of our other securities, or (4) publicly disclose the intention to do any of the foregoing. Barclays Capital Inc. and Goldman, Sachs & Co., in their sole discretion, may release the common stock and other securities subject to the lock-up agreements above in whole or in part at any time. In addition, holders of shares of our common stock purchased in this offering pursuant to the directed share program will also enter into such lock-up agreements. For additional information, see "Underwriting."

Rule 144

Affiliate Resales of Restricted Securities

        In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our common stock for at least six months would be entitled to sell in "broker's transactions" or certain "riskless principal transactions" or to market makers, a number of shares within any three-month period that does not exceed the greater of:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately 522,132 shares immediately after this offering; or

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•

the average weekly trading volume in our common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

        Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the SEC and the NYSE concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

Non-Affiliate Resales of Restricted Securities

        In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

        Non-affiliate resales are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144.

Rule 701

        In general, under Rule 701, any of an issuer's employees, directors, officers, consultants or advisors who purchases shares from the issuer in connection with a compensatory stock or option plan or other written agreement before the effective date of a registration statement under the Securities Act is entitled to sell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

        The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

Equity Plan

        We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of common stock subject to outstanding stock options and common stock issued or issuable under our 2015 plan. We expect to file the registration statement covering shares offered pursuant to our 2015 plan shortly after the date of this prospectus, permitting the resale of such shares by non-affiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market, subject to compliance with the resale provisions of Rule 144.

Registration Rights

        Upon the closing of this offering, Vestar will hold an aggregate of 31,068,671 shares of our common stock (assuming an initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus), and will be entitled to certain rights with respect to the registration of its shares under the Securities Act. Except for shares purchased by affiliates, registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon effectiveness of the registration, subject to the expiration of the lock-up period described in the "Underwriting" section in this prospectus. See "Certain Relationships and Related Party Transactions" for more information.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

        The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the "IRS"), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our common stock.

        This discussion is limited to Non-U.S. Holders that hold our common stock as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

•

U.S. expatriates and former citizens or long-term residents of the United States;

•

persons subject to the alternative minimum tax;

•

persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

•

banks, insurance companies, and other financial institutions;

•

brokers, dealers or traders in securities;

•

"controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid U.S. federal income tax;

•

partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•

tax-exempt organizations or governmental organizations;

•

persons deemed to sell our common stock under the constructive sale provisions of the Code;

•

persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and

•

tax-qualified retirement plans.

        If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR

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SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

        For purposes of this discussion, a "Non-U.S. Holder" is any beneficial owner of our common stock that is neither a "U.S. person" nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

•

an individual who is a citizen or resident of the United States;

•

an entity created or organized under the laws of the United States, any state thereof, or the District of Columbia that is treated as a corporation for U.S. federal income tax purposes;

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

        As described under "Dividend Policy," we do not anticipate declaring or paying any dividends to holders of our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts of distributions not treated as dividends for U.S. federal income tax purposes will first constitute a return of capital and be applied against and reduce a Non-U.S. Holder's adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under "—Sale or Other Taxable Disposition."

        Subject to the discussion below regarding effectively connected income, backup withholding and payments made to certain foreign accounts, dividends paid to a Non-U.S. Holder of our common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

        If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States.

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        Any such effectively connected dividends will be subject to U.S. federal income tax generally in the same manner as if the Non-U.S. Holder were a United States person. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year that are attributable to such dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules or rates.

Sale or Other Taxable Disposition

        Subject to the discussions below regarding backup withholding and payments made to certain foreign accounts, a Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:

•

the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

•

our common stock constitutes a U.S. real property interest ("USRPI") by reason of our status as a U.S. real property holding corporation ("USRPHC") for U.S. federal income tax purposes.

        Gain described in the first bullet point above generally will be subject to U.S. federal income tax generally in the same manner as if the Non-U.S. Holder were a United States person. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on a portion of its effectively connected earnings and profits for the taxable year that are attributable to such gain, as adjusted for certain items.

        Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

        With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our common stock (other than gain described in the first or second bullet points above) will not be subject to U.S. federal income tax if our common stock is "regularly traded," as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually or constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder's holding period.

        Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

        Subject to the discussion below regarding payments made to certain foreign accounts, payments of dividends on our common stock will not be subject to backup withholding, provided the applicable

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withholding agent does not have actual knowledge or reason to know the Non-U.S. Holder is a United States person and the Non-U.S. Holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such Non-U.S. Holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

        Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

        A 30% withholding tax may be imposed under Sections 1471 to 1474 of the Code, the Treasury Regulations promulgated thereunder and other official guidance (such Sections commonly referred to as "FATCA") on withholdable payments made to non-U.S. financial institutions and certain other non-U.S. entities. Withholdable payments include dividends on, and gross proceeds from the sale or other disposition on or after January 1, 2017 of, our common stock paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence, reporting and withholding obligations, (2) the non-financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence, reporting and withholding requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States-owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

        Under the applicable Treasury Regulations, withholding under FATCA generally applies to payments of dividends on our common stock and will apply to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2017. The FATCA withholding tax will apply to all withholdable payments without regard to whether the beneficial owner of the payment would otherwise be entitled to an exemption from imposition of withholding tax pursuant to an applicable tax treaty with the United States or U.S. domestic law. We will not pay additional amounts to holders of our common stock in respect of amounts withheld.

        Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

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UNDERWRITING

        Barclays Capital Inc. and Goldman, Sachs & Co. are acting as representatives of the underwriters in this offering. Under the terms of an underwriting agreement, which will be filed as an exhibit to the registration statement, each of the underwriters named below has severally agreed to purchase from us the respective number of common stock shown opposite its name below:

Underwriters	Number of Shares
Barclays Capital Inc.
Goldman, Sachs & Co.
William Blair & Company, L.L.C.
Wells Fargo Securities, LLC
Raymond James & Associates, Inc.
Robert W. Baird & Co. Incorporated
BMO Capital Markets Corp.
Avondale Partners, LLC
Total		8,900,000

        The underwriting agreement provides that the underwriters' obligation to purchase shares of common stock depends on the satisfaction of the conditions contained in the underwriting agreement including:

•

the obligation to purchase all of the shares of common stock offered hereby (other than those shares of common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;

•

the representations and warranties made by us to the underwriters are true;

•

there is no material change in our business or the financial markets; and

•

we deliver customary closing documents to the underwriters.

Commissions and Expenses

        The following table summarizes the underwriting discounts and commissions we will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares. The underwriting fee is the difference between the initial price to the public and the amount the underwriters pay to us for the shares.

	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

        The representatives advised us that the underwriters propose to offer the shares of common stock directly to the public at the public offering price on the cover of this prospectus and to selected dealers, which may include the underwriters, at such offering price less a selling concession not in excess of $ per share. After the offering, the representatives may change the offering price and other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

        The expenses of the offering that are payable by us are estimated to be approximately $4.7 million (excluding underwriting discounts and commissions). We have agreed to reimburse the underwriters for certain of their expenses, in an amount up to $25,000.

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Option to Purchase Additional Shares

        We have granted the underwriters an option exercisable for 30 days after the date of this prospectus to purchase, from time to time, in whole or in part, up to an aggregate of 1,335,000 shares from us at the public offering price, less underwriting discounts and commissions. This option may be exercised to the extent the underwriters sell more than 8,900,000 shares in connection with this offering. To the extent that this option is exercised, each underwriter will be obligated, subject to certain conditions, to purchase its pro rata portion of these additional shares based on the underwriter's percentage underwriting commitment in the offering as indicated in the table at the beginning of this Underwriting Section.

Lock-Up Agreements

        We, all of our directors and executive officers and the holders of substantially all of our outstanding stock, who together will hold an aggregate of approximately 41,100,000 shares of our common stock after the completion of this offering, have agreed that, for a period of 180 days after the date of this prospectus, subject to certain limited exceptions as described below, we and they will not directly or indirectly, without the prior written consent of each of Barclays Capital Inc. and Goldman, Sachs & Co., (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of common stock (including, without limitation, shares of common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the SEC and shares of common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for common stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of common stock or securities convertible, exercisable or exchangeable into common stock or any of our other securities, or (4) publicly disclose the intention to do any of the foregoing.

        Barclays Capital Inc. and Goldman, Sachs & Co., in their sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time. When determining whether or not to release common stock and other securities from lock-up agreements, Barclays Capital Inc. and Goldman, Sachs & Co. will consider, among other factors, the holder's reasons for requesting the release, the number of shares of common stock and other securities for which the release is being requested and market conditions at the time. At least three business days before the effectiveness of any release or waiver of any of the restrictions described above with respect to an officer or director of the Company, Barclays Capital Inc. and Goldman, Sachs & Co. will notify us of the impending release or waiver and we have agreed to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver, except where the release or waiver is effected solely to permit a transfer of common stock that is not for consideration and where the transferee has agreed in writing to be bound by the same terms as the lock-up agreements described above to the extent and for the duration that such terms remain in effect at the time of transfer.

Offering Price Determination

        Prior to this offering, there has been no public market for our common stock. The initial public offering price was negotiated between the representatives and us. In determining the initial public offering price of our common stock, the representatives considered:

•

the history and prospects for the industry in which we compete;

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•

our financial information;

•

the ability of our management and our business potential and earning prospects;

•

the prevailing securities markets at the time of this offering; and

•

the recent market prices of, and the demand for, publicly traded shares of generally comparable companies.

Indemnification

        We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make for these liabilities.

Stabilization, Short Positions and Penalty Bids

        The representatives may engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under the Exchange Act:

•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•

A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase in the offering, which creates the syndicate short position. This short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional shares and/or purchasing shares in the open market. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•

Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions.

•

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

        These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE or otherwise and, if commenced, may be discontinued at any time.

        Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the common stock. In addition, neither we nor any of the underwriters make any representation that the

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representatives will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Stock Exchange Listing

        We have applied to list our common stock on the NYSE under the symbol "PGND."

Stamp Taxes

        If you purchase shares of common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Directed Share Program

        At our request, the underwriters have reserved for sale, at the initial public offering price, up to 445,000 shares of our common stock for persons associated with the Company. The number of shares available for sale to the general public in the offering will be reduced to the extent these persons purchase any of these reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. Except for certain participants who have entered into lock-up agreements as contemplated above, each person buying shares through the directed share program has agreed that, for a period of 180 days after the date of this prospectus, he or she will not, without the prior written consent of each of Barclays Capital Inc. and Goldman, Sachs & Co., with respect to shares purchased in the program, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of common stock (including, without limitation, shares of common stock that may be deemed to be beneficially owned by them in accordance with the rules and regulations of the SEC and shares of common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for common stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of common stock or securities convertible, exercisable or exchangeable into common stock or any of our other securities, or (4) publicly disclose the intention to do any of the foregoing. For those participants who have entered into lock-up agreements as contemplated above, the lock-up agreements contemplated therein shall govern with respect to their purchases of common shares in the program. Barclays Capital Inc. and Goldman, Sachs & Co. in their sole discretion may release any of the securities subject to these lock-up agreements at any time. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with sales of shares pursuant to the directed share program.

Other Relationships

        The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for the issuer and its affiliates, for which they received or may in the future receive customary fees and expenses. In particular, Barclays Bank PLC, an affiliate of Barclays Capital Inc., acts as

134

administrative agent under our Senior Secured Credit Facilities and affiliates of Barclays Capital Inc. and Goldman, Sachs & Co. are lenders under our Senior Secured Credit Facilities. We will use a portion of the net proceeds from this offering to repay a portion of our Term Loan Facility. Accordingly, affiliates of the underwriters that are lenders under our Term Loan Facility will receive a portion of the net proceeds from this offering. After the closing of this offering, certain affiliates of Goldman, Sachs & Co., an underwriter of this offering, will beneficially own approximately 3.7% of our common stock, assuming the underwriters do not exercise their option to purchase additional shares and an initial public offering price of $23.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

        In the ordinary course of their various business activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer or its affiliates. If the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, the underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the shares of common stock offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the shares of common stock offered hereby. The underwriters and certain of their affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

        This prospectus does not constitute an offer to sell to, or a solicitation of an offer to buy from, anyone in any country or jurisdiction (i) in which such an offer or solicitation is not authorized, (ii) in which any person making such offer or solicitation is not qualified to do so or (iii) in which any such offer or solicitation would otherwise be unlawful. No action has been taken that would, or is intended to, permit a public offer of the shares of common stock or possession or distribution of this prospectus or any other offering or publicity material relating to the shares of common stock in any country or jurisdiction (other than the United States) where any such action for that purpose is required. Accordingly, each underwriter has undertaken that it will not, directly or indirectly, offer or sell any shares of common stock or have in its possession, distribute or publish any prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge and belief, result in compliance with any applicable laws and regulations and all offers and sales of shares of common stock by it will be made on the same terms.

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") an offer to the public of any common stock which are the subject of the offering contemplated herein may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

•

to legal entities which are qualified investors as defined under the Prospectus Directive;

135

•

by the underwriters to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives of the underwriters for any such offer; or

•

in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of common stock shall result in a requirement for us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

        Each person in a Relevant Member State who receives any communication in respect of, or who acquires any common stock under, the offers contemplated here in this prospectus will be deemed to have represented, warranted and agreed to and with each underwriter and us that:

•

it is a qualified investor as defined under the Prospectus Directive; and

•

in the case of any common stock acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the common stock acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in the circumstances in which the prior consent of the representatives of the underwriters has been given to the offer or resale or (ii) where common stock have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of such common stock to it is not treated under the Prospectus Directive as having been made to such persons.

        For the purposes of this representation and the provision above, the expression an "offer of common stock to the public" in relation to any common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any common stock to be offered so as to enable an investor to decide to purchase or subscribe for the common stock, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

        This prospectus has only been communicated or caused to have been communicated and will only be communicated or caused to be communicated as an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act of 2000 (the "FSMA")) as received in connection with the issue or sale of the common stock in circumstances in which Section 21(1) of the FSMA does not apply to us. All applicable provisions of the FSMA will be complied with in respect to anything done in relation to the common stock in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Switzerland

        The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing

136

prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA ("FINMA"), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

        This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Australia

        No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

        Any offer in Australia of the shares may only be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

        The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

        This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

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Notice to Prospective Investors in Hong Kong

        The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Japan

        The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

        This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that

138

corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

•

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

•

where no consideration is or will be given for the transfer;

•

where the transfer is by operation of law;

•

as specified in Section 276(7) of the SFA; or

•

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

139

LEGAL MATTERS

        The validity of the shares of common stock offered hereby will be passed upon for us by Latham & Watkins LLP. The validity of the shares of common stock offered hereby will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York.

EXPERTS

        The consolidated financial statements of Press Ganey Holdings, Inc. at December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-1, including exhibits, under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and the common stock offered hereby, we refer you to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

        Upon completion of this offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. You may read and copy this information at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

        We maintain a website at www.pressganey.com. After the completion of this offering, you may access our periodic reports, proxy statements and other information free of charge at this website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information on or accessible through our website does not constitute part of, and is not incorporated by reference into, this prospectus.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Financial Statements as of March 31, 2015 and December 31, 2014 and for the three months ended March 31, 2015 and March 31, 2014
Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014	F-2
Condensed Consolidated Statements of Income for the three months ended March 31, 2015 and March 31, 2014	F-3
Condensed Consolidated Statement of Shareholder's Equity for the three months ended March 31, 2015	F-4
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and March 31, 2014	F-5
Notes to Condensed Consolidated Financial Statements	F-6
Audited Consolidated Financial Statements for the years ended December 31, 2014, 2013 and 2012
Report of Independent Registered Public Accounting Firm	F-15
Consolidated Balance Sheets as of December 31, 2014 and 2013	F-16
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012	F-17
Consolidated Statements of Shareholder's Equity for the years ended December 31, 2014, 2013 and 2012	F-18
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012	F-19
Notes to Consolidated Financial Statements	F-20

F-1

Press Ganey Holdings, Inc.
Condensed Consolidated Balance Sheets
(Thousands of dollars, except share and per share amounts)

	Pro Forma March 31, 2015		March 31, 2015		December 31, 2014
	(Unaudited)		(Unaudited)
ASSETS
Current assets:
Cash	$	12,162	$	12,162	$	6,962
Accounts receivable, net of allowances of $646 and $531 at March 31, 2015 and December 31, 2014, respectively		54,986		54,986		44,444
Other receivables		1,415		1,415		1,782
Prepaid expenses and other assets		6,468		6,468		2,741
Income taxes receivable		20		20		2,916
Total current assets		75,051		75,051		58,845
Property and equipment, net		59,229		59,229		59,610
Deferred financing fees, net		1,675		1,675		1,787
Intangible assets, net		371,254		371,254		375,391
Goodwill		402,934		402,934		402,934
Total assets	$	910,143	$	910,143	$	898,567
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt	$	4,279	$	4,279	$	4,279
Current portion of capital lease obligations		2,767		2,767		4,373
Accounts payable		8,373		8,373		13,232
Accrued payroll and related liabilities		6,998		6,998		11,704
Accrued expenses and other liabilities		10,122		1,622		1,581
Deferred income taxes		1,292		1,292		712
Deferred revenue		42,026		42,026		26,208
Total current liabilities		75,857		67,357		62,089
Long-term debt, less current portion		402,819		402,819		403,865
Capital lease obligations, less current portion		6,330		6,330		6,779
Equity-based compensation liability		—		21,008		19,423
Deferred income taxes		126,408		126,408		125,767
Total liabilities		611,414		623,922		617,923
Commitments and contingencies		—		—		—
SHAREHOLDER'S EQUITY
Common stock, $0.01 par value; 44,800,000 shares authorized; and 43,313,200 shares issued and outstanding		433		433		433
Additional paid-in capital		292,189		271,181		270,847
Retained earnings		6,107		14,607		9,364
Total shareholder's equity		298,729		286,221		280,644
Total liabilities and shareholder's equity	$	910,143	$	910,143	$	898,567

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

F-2

Press Ganey Holdings, Inc.
Condensed Consolidated Statements of Income
(Thousands of dollars, except share and per share amounts)
(Unaudited)

	Three Months Ended March 31,
	2015			2014
Revenue	$	74,891		$	65,404
Operating expenses:
Cost of revenue, excluding depreciation and amortization		31,427			27,760
General and administrative		18,301			16,597
Depreciation and amortization		9,859			8,568
Loss (gain) on disposal of property and equipment		(46	)		606
Total operating expenses		59,541			53,531
Income from operations		15,350			11,873
Other income (expense):
Interest expense, net		(4,579	)		(5,464	)
Management fee of related party		(286	)		(230	)
Total other income (expense), net		(4,865	)		(5,694	)
Income before income taxes		10,485			6,179
Provision for income taxes		4,511			2,883
Net income	$	5,974		$	3,296
Earnings per share—basic and diluted	$	0.14		$	0.08
Weighted average shares outstanding—basic and diluted		43,313,200			43,313,200
Pro forma net income and per share information (unaudited) (See Note 10):
Pro forma net income	$	6,628
Pro forma basic earnings per share	$	0.13
Pro forma diluted earnings per share	$	0.13
Pro forma basic weighted average shares outstanding		51,594,257
Pro forma diluted weighted average shares outstanding		51,831,566

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

F-3

Press Ganey Holdings, Inc.
Condensed Consolidated Statement of Shareholder's Equity
(Thousands of dollars)
(Unaudited)

	Common Stock		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)			Total Shareholder's Equity
Balance at January 1, 2015	$	433	$	270,847	$	9,364		$	280,644
Sale of equity interests		—		100		—			100
Purchases of equity interests		—		—		(731	)		(731	)
Equity-based compensation		—		234		—			234
Net income		—		—		5,974			5,974
Balance at March 31, 2015	$	433	$	271,181	$	14,607		$	286,221

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

F-4

Press Ganey Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(Thousands of dollars)

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Operating activities
Net income	$	5,974		$	3,296
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,859			8,568
Amortization of deferred financing costs and debt discount		185			285
Equity-based compensation		1,965			2,325
Provision for doubtful accounts		151			59
Loss (gain) on disposal of property and equipment		(46	)		606
Deferred income taxes		1,221			3,601
Changes in assets and liabilities:
Accounts receivable		(10,691	)		(5,705	)
Other receivables		367			(38	)
Prepaid expenses and other assets		(3,727	)		(126	)
Accounts payable		(7,762	)		(4,246	)
Accrued payroll and related liabilities		(4,852	)		(4,193	)
Accrued expenses and other liabilities		41			151
Deferred revenue		15,818			8,652
Income taxes (payable) receivable, net		2,896			(780	)
Net cash provided by operating activities		11,399			12,455
Investing activities
Purchases of property and equipment		(2,726	)		(1,686	)
Net cash used in investing activities		(2,726	)		(1,686	)
Financing activities
Payments on long-term debt		(1,070	)		(11,948	)
Deferred financing payments		(50	)		—
Payments on capital lease obligations		(1,722	)		(403	)
Proceeds from sale of equity interests		100			50
Purchases of equity interests		(731	)		(1,553	)
Net cash used in financing activities		(3,473	)		(13,854	)
Net increase (decrease) in cash		5,200			(3,085	)
Cash at beginning of period		6,962			32,635
Cash at end of period	$	12,162		$	29,550
Supplemental disclosure of cash flow information
Disposal of property and equipment acquired through capital leases	$	283		$	—
Purchase of property and equipment in accounts payable	$	2,903		$	303

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

F-5

Press Ganey Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2015

(Unaudited)

1. Basis of Presentation

        Press Ganey Holdings, Inc. (the Company) is a leading provider of performance measurement, analysis, benchmarking, and quality improvement services primarily to the United States healthcare industry. The consolidated financial statements include the financial statements of Press Ganey Holdings, Inc. and its wholly owned subsidiary, Press Ganey Associates, Inc. (Associates), and Associates' wholly owned subsidiaries, PatientImpact LLC; Data Advantage LLC; Center for Performance Services, Inc.; Morehead Associates, Inc.; On The Spot Systems, Inc.; and Dynamic Clinical Systems, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The Company is a wholly owned subsidiary of PG Holdco, LLC (the Parent).

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal and recurring accruals necessary to present fairly the financial statements in accordance with GAAP. Operating results for the three months ended March 31, 2015 and 2014 may not necessarily be indicative of results to be expected for any other interim period or for the full year.

Use of Estimates

        The preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could materially differ from those estimates.

Unaudited Pro Forma Balance Sheet Presentation

        The unaudited pro forma balance sheet information as of March 31, 2015 reflects (i) the reclassification of the equity-based compensation liability to additional paid-in capital in connection with the Distribution and (ii) the accrual of the $8.5 million one-time transaction advisory fee to Vestar payable by the Company in connection with the offering.

2. Summary of Significant Accounting Policies

        A complete listing of the Company's significant accounting policies is discussed in Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements for the year ended December 31, 2014.

Recent Accounting Pronouncements

        In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". This ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. On April 1, 2015, the

F-6

Press Ganey Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2015

(Unaudited)

2. Summary of Significant Accounting Policies (Continued)

FASB proposed deferring the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also proposed permitting early adoption of the standard, but not before the original effective date of December 15, 2016. An entity may choose to adopt this ASU either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the standard. The Company is currently in the process of evaluating the impact that this new guidance will have on its consolidated financial statements and our method of adoption.

        In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs". This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct dedeuction from the carrying amount of that debt liability, consistent with debt discounts. This standard is effective for annual and interim periods beginning after December 15, 2015, but early adoption is permitted. We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.

3. Property and Equipment

        Property and equipment, net consist of the following (in thousands):

	March 31, 2015			December 31, 2014
Furniture, fixtures, and leasehold improvements	$	9,370		$	6,249
Office equipment		17,704			15,214
Office equipment held under capital lease		17,560			18,531
Computer equipment and software		62,391			57,389
Construction in progress		16,639			21,628
		123,664			119,012
Accumulated amortization on office equipment held under capital leases		(6,699	)		(6,244	)
Accumulated depreciation		(57,736	)		(53,157	)
	$	59,229		$	59,610

        Depreciation and amortization of property and equipment was $5.7 million and $4.8 million for the three months ended March 31, 2015 and 2014, respectively.

4. Fair Value Measurements

        The Company measures and reports its financial assets and liabilities on the basis of fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

F-7

Press Ganey Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2015

(Unaudited)

4. Fair Value Measurements (Continued)

        A three-level hierarchy for disclosure has been established to show the extent and level of judgment used to estimate fair value measurements, as follows:

        Level 1: Quoted market prices in active markets for identical assets or liabilities.

        Level 2: Significant other observable inputs (quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability).

        Level 3: Significant unobservable inputs for the asset or liability. These values are generally determined using pricing models which utilize management estimates of market participant assumptions.

        Valuation techniques for assets and liabilities measured using Level 3 inputs may include methodologies such as the market approach, the income approach or the cost approach, and may use unobservable inputs such as projections, estimates and management's interpretation of current market data. These unobservable inputs are only utilized to the extent that observable inputs are not available or cost-effective to obtain. The Company had no Level 3 assets or liabilities at March 31, 2015 and December 31, 2014.

        The Company measured the fair value for its interest rate cap agreement based on broker quotes, which are the estimated amount that the Company would receive or pay to terminate the agreement at the reporting date, taking into account current interest rates and the current creditworthiness of the counterparties. The interest rate cap agreement was valued at $0 at March 31, 2015 and December 31, 2014.

Other Fair Value Measures

        The recorded value of accounts receivable, other receivables, accounts payable, accrued expenses, and other liabilities approximates fair value because of the short maturity of these financial instruments. The recorded values of the variable rate First Lien and Second Lien Term Loans approximate fair value because the interest rates fluctuate with market rates.

5. Goodwill and Intangible Assets

Goodwill

        Goodwill represents the excess of costs over fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in connection with business combinations accounted for as a purchase and determined to have indefinite lives are not amortized, but are instead tested for impairment at least annually. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives and reviewed for impairment when impairment indicators are present. The Company believes that no such impairment indicators existed during the three months ended March 31, 2015 or 2014.

F-8

Press Ganey Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2015

(Unaudited)

5. Goodwill and Intangible Assets (Continued)

Intangible Assets

        Intangible assets consist of the following (in thousands):

	March 31, 2015							December 31, 2014
	Gross Carrying Value		Accumulated Amortization			Intangible Assets, Net		Gross Carrying Value		Accumulated Amortization			Intangible Assets, Net
Trade name (indefinite life)	$	200,000	$	—		$	200,000	$	200,000	$	—		$	200,000
Trade names (finite life)		2,130		(1,262	)		868		2,130		(1,167	)		963
Customer relationships		235,300		(85,203	)		150,097		235,300		(82,010	)		153,290
Proprietary technology		32,240		(12,446	)		19,794		32,240		(11,645	)		20,595
Other		2,090		(1,595	)		495		2,090		(1,547	)		543
	$	471,760	$	(100,506	)	$	371,254	$	471,760	$	(96,369	)	$	375,391

        Amortization expense was $4.1 million and $3.8 million for the three months ended March 31, 2015 and 2014, respectively. The Company cannot reliably determine the pattern for which it consumes the benefit of its customer relationship intangible assets. As such, the Company amortizes its customer relationship intangible assets using the straight-line method over the estimated lives based upon the Company's historical customer retention and recurring revenue base.

        The estimated remaining amortization expense related to intangible assets with finite lives for each of the five succeeding years and thereafter is as follows at March 31, 2015 (in thousands):

2015	$	12,361
2016		16,115
2017		15,172
2018		13,584
2019		13,038
Thereafter		100,984
	$	171,254

F-9

Press Ganey Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2015

(Unaudited)

6. Revolving Line of Credit and Long-Term Debt

        As of March 31, 2015 and December 31, 2014, the Company's long- term debt consisted of the following (in thousands):

	March 31, 2015			December 31, 2014
First Lien Term Loan	$	407,386		$	408,456
Original issue discount, net of accumulated amortization		(288	)		(312	)
		407,098			408,144
Less current portion		(4,279	)		(4,279	)
Long-term debt	$	402,819		$	403,865

First and Second Lien Credit Agreements

        On April 20, 2012, the Company entered into a new First Lien Credit Agreement (the First Lien Agreement) and Second Lien Credit Agreement (the Second Lien Agreement). The First Lien Agreement consists of a six-year, $30 million revolving credit facility (the Revolving Credit Facility) and a six-year, $345 million term loan facility (the First Lien Term Loan), which was issued at an original issue discount of $3.5 million that is being recognized in interest expense over the term of the debt using the effective interest method. The Second Lien Agreement consists of a six-and-a-half-year, $95 million term loan facility (the Second Lien Term Loan), which was issued at an original issue discount of $950 thousand that is being recognized in interest expense over the term of the debt using the effective interest method. The Company used the proceeds from these borrowings to repay the Company's Senior Secured Credit Term Loan Facility and Senior Subordinated Notes. The First Lien Agreement and the Second Lien Agreement are both secured by substantially all of the assets of the Company.

        On May 9, 2013, the Company amended the First Lien Agreement to borrow an additional $50 million, lower interest rates, and adjust certain financial covenants. Proceeds from the additional borrowings were used to pay down the principal balance of the Second Lien Term Loan.

        On May 9, 2014, the Company amended the First Lien Agreement to borrow an additional $35 million in the form of an incremental term loan increase. Proceeds from the additional borrowings and $10 million of cash were used to pay off the remaining balance of the Second Lien Term Loan.

        At the discretion of the Company, interest accrues on borrowings on the Revolving Credit Facility at either the London Interbank Offered Rate (LIBOR) (Eurodollar Rate) plus an applicable margin or the adjusted base rate (ABR) plus an applicable margin, as defined in the First Lien Agreement. There were no borrowings outstanding under the Revolving Credit Facility at March 31, 2015 or December, 31 2014; however, the Company had letters of credit outstanding of approximately $100 thousand at March 31, 2015 and December 31, 2014, which reduced the borrowing capacity of the Revolving Credit Facility. The Company is charged a loan commitment fee of 0.50% for unused amounts on the Revolving Credit Facility.

F-10

Press Ganey Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2015

(Unaudited)

6. Revolving Line of Credit and Long-Term Debt (Continued)

        After the May 9, 2013, amendment, at the choice of the Company, interest accrues on outstanding borrowings under the First Lien Term Loan at either the ABR, as defined in the First Lien Agreement, plus an applicable margin, currently 2.25%, or the Eurodollar Rate with a floor of 1.00% plus an applicable margin, currently 3.25%. The Company elected to use the Eurodollar Rate during the three months ended March 31, 2015, and the interest rate at March 31, 2015, was 4.25%. The Company was required to make quarterly principal payments of $863 thousand from June 2012 through March 31, 2013, payments of $979 thousand from June 30, 2013 through March 31, 2014, and $1.1 million from June 30, 2014 through April 20, 2018, when the First Lien Agreement matures, and to make quarterly interest payments. The remaining principal balance of the First Lien Term Loan is due at maturity on April 20, 2018.

        The Company is required to make additional annual principal payments on the First Lien Term Loan and the Second Lien Term Loan equal to 25% or 50% (determined based on the senior leverage ratio at year-end) of the excess cash flow generated, if any. There was no Excess Cash Flow payment required for the year ended December 31, 2014.

        The First Lien Agreement contains certain restrictive and financial covenants with which the Company must comply on a quarterly basis, including a maximum net leverage ratio and a minimum interest coverage ratio, as defined. The Second Lien Agreement contained certain restrictive and financial covenants with which the Company was required to comply on a quarterly basis, including a maximum net leverage ratio, as defined. The Company is also limited in its ability to incur additional indebtedness or liens; pay dividends or make certain other restricted payments and enter into certain transactions with affiliates; merge or consolidate with another entity; or sell, assign, transfer, convey, or otherwise dispose of all or substantially all of its assets. The Company was in compliance with these restrictive and financial covenants as of March 31, 2015 and December 31, 2014.

7. Income Taxes

        For the three months ended March 31, 2015, the Company recorded income tax expense of $4.5 million compared to $2.9 million for the three months ended March 31, 2014. The tax expense in the first three months of 2015 and 2014 primarily represents Federal and state income tax expense for the periods.

        The Company's effective income tax rate for the interim periods was based on management's estimate of the Company's annual effective tax rate for the applicable year. For the three months ended March 31, 2015, the Company's effective income tax rate was 43.0%, as compared to an effective tax rate of 46.7% for the three months ended March 31, 2014. These rates differ from the federal statutory income tax rate primarily due to nondeductible permanent differences such as meals and nondeductible equity-based compensation. The decrease in the effective income tax rate period over period was the result of the reduction in the permanent difference related to equity-based compensation for the three months ended March 31, 2015.

        In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the

F-11

Press Ganey Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2015

(Unaudited)

7. Income Taxes (Continued)

periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the planned reversal of deferred tax liabilities and the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences at March 31, 2015 and December 31, 2014.

        At March 31, 2015, the Company had available unused net operating loss carryforwards of approximately $1.5 million that may be applied against future taxable income and expire in years ending December 31, 2025 through 2033. The Company has not recorded a valuation allowance as sufficient positive evidence exists to support the Company's conclusion that it will generate enough taxable income to utilize the net operating loss carryforwards prior to their expiration.

        At March 31, 2015 and December 31, 2014, no liability has been recorded for uncertain tax positions.

        It is reasonably possible that the amount of unrecognized tax benefits may significantly change in the next 12 months due to audit activity, tax payments, or final decisions in matters that are the subject of controversy in various taxing jurisdictions in which the Company operates. The Company is not able to reasonably estimate the amount or the future periods in which changes in unrecognized tax benefits will be required.

        The Company files income tax returns in the U.S. and various state and local jurisdictions and is therefore subject to periodic audits by these tax authorities. The Company is subject to examination by the Internal Revenue Service for 2012 and later years.

8. Segment Information

        An operating segment is a component of an enterprise that engages in business activities and has discrete financial information that is regularly reviewed by the enterprise's chief operating decision maker to assess performance of the individual component and make decisions about allocating resources to the component. The Company produces one set of financial information at the enterprise level that is regularly reviewed by the Company's chief operating decision maker. Discrete financial information is not produced or reviewed by the Company's chief operating decision maker at a level lower than the enterprise level. As such, the Company has one operating segment as of March 31, 2015 and 2014.

        The Company's identifiable assets are located in the United States and over 99% of the Company's revenues are located in the United States.

9. Related Party Transactions

        The Company is charged an annual management fee that is payable quarterly, to its majority shareholder, Vestar Capital Partners, LLC (Vestar). The Company paid management fees of $286 thousand and $230 thousand for the three months ended March 31, 2015 and 2014, respectively.

F-12

Press Ganey Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2015

(Unaudited)

10. Pro Forma Earnings Per Share (Unaudited)

        The Company computes the pro forma earnings per share of common stock as if the offering and the Distribution occurred on January 1, 2015. Pro forma basic net earnings per share is computed using pro forma net income divided by the pro forma weighted-average number of common shares outstanding during the period. Pro forma weighted-average common shares outstanding is determined by using the historical weighted-average number of common shares outstanding adjusted to reflect the issuance of Company common shares assuming the offering and the Distribution occurred on January 1, 2015. Pro forma diluted earnings per share is computed using the pro forma weighted-average number of common shares and the effect of potentially dilutive equity awards outstanding during the period. Potentially dilutive securities consist of unvested shares of common stock.

Net income	$	5,974
Pro Forma Adjustments:
Decrease in interest expense(a)		1,891
Elimination of management fee of related party(b)		286
Increase in equity-based compensation(c)		(896	)
Impact of pro forma adjustments on income tax expense(d)		(627	)
Pro forma net income	$	6,628
Historical weighted-average common shares outstanding		43,313,200
Pro Forma Adjustments:
Issuance of 8,900,000 shares of the Company's common stock in the offering		8,900,000
Pro forma weighted-average common shares outstanding(e):
Basic		51,594,257
Diluted		51,831,566
Pro forma net income per common share(e):
Basic	$	0.13
Diluted	$	0.13

^(a)

Reflects the adjustment to interest expense and amortization of debt issuance costs resulting from the repayment of $175.0 million of outstanding borrowings under the Company's Term Loan Facility with the net proceeds of the offering.

^(b)

Reflects the elimination of the annual management fee payable to Vestar as a result of the termination of the management agreement with Vestar upon the closing of the offering.

^(c)

Reflects the incremental equity-based compensation expense related to the modification of the Class A and Class B common units of PG Holdco in connection with the offering and the Distribution, assuming an initial public offering price of $23.00 per share, the midpoint of the price range set forth on the cover page of the prospectus included in the registration statement.

F-13

Press Ganey Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

March 31, 2015

(Unaudited)

10. Pro Forma Earnings Per Share (Unaudited) (Continued)

^(d)

Reflects the income tax impact of the pro forma adjustments at the Company's statutory tax rate.

^(e)

Reflects 928,305 shares of unvested restricted stock that will be distributed to unvested Class A and Class B common unitholders of PG Holdco in connection with the Distribution.

        Pro forma earnings per share data does not give effect to (i) non-recurring equity-based compensation expense of $52.8 million to be recognized in connection with the modification of certain common units of PG Holdco in connection with the Distribution and the offering, (ii) the payment of a one-time transaction advisory fee to Vestar in connection with the offering and (iii) the write-off of deferred financing fees, loss on original issue discount and lender fees in an aggregate amount of $0.5 million as a result of the partial repayment of the Company's Term Loan Facility with the net proceeds from the offering.

11. Subsequent Events

        Events and transactions occurring through the date of issuance of the consolidated financial statements have been evaluated by management and, when appropriate, recognized or disclosed in the consolidated financial statements or notes to the consolidated financial statements.

        With effect from May 8, 2015, the name of the Company was changed from PGA Holdings, Inc. to Press Ganey Holdings, Inc.

        On May 8, 2015, the Company's common stock was split at a 2,800-for-one ratio. The authorized shares were increased to 350.0 million. Accordingly, all references to numbers of common shares and per-share data in the accompanying unaudited condensed consolidated financial statements have been adjusted to reflect the stock split on a retroactive basis.

F-14

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Press Ganey Holdings, Inc.

        We have audited the accompanying consolidated balance sheets of Press Ganey Holdings, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, shareholder's equity and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Press Ganey Holdings, Inc. and subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP
Chicago, Illinois
March 30, 2015 (except as to Note 17, which is as of May 8, 2015)

F-15

Press Ganey Holdings, Inc.
Consolidated Balance Sheets
(Thousands of dollars, except share and per share amounts)

	December 31,
	2014		2013
ASSETS
Current assets:
Cash	$	6,962	$	32,635
Accounts receivable, net of allowances of $531 and $596 at December 31, 2014 and 2013, respectively		44,444		42,142
Other receivables		1,782		1,159
Prepaid expenses and other assets		2,741		3,568
Income taxes receivable		2,916		3,881
Total current assets		58,845		83,385
Property and equipment, net		59,610		43,270
Deferred financing fees, net		1,787		3,474
Intangible assets, net		375,391		374,634
Goodwill		402,934		385,750
Total assets	$	898,567	$	890,513
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt	$	4,279	$	14,885
Current portion of capital lease obligations		4,373		1,621
Accounts payable		13,232		6,580
Accrued payroll and related liabilities		11,704		11,256
Accrued expenses and other liabilities		1,581		1,239
Deferred income taxes		712		1,580
Deferred revenue		26,208		25,001
Total current liabilities		62,089		62,162
Long-term debt, less current portion		403,865		417,519
Capital lease obligations, less current portion		6,779		2,711
Equity-based compensation liability		19,423		12,933
Deferred income taxes		125,767		128,981
Total liabilities		617,923		624,306
Commitments and contingencies		—		—
SHAREHOLDER'S EQUITY
Common stock, $0.01 par value; 44,800,000 shares authorized; and 43,313,200 shares issued and outstanding		433		433
Additional paid-in capital		270,847		268,285
Retained earnings (accumulated deficit)		9,364		(2,511	)
Total shareholder's equity		280,644		266,207
Total liabilities and shareholder's equity	$	898,567	$	890,513

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-16

Press Ganey Holdings, Inc.
Consolidated Statements of Operations
(Thousands of dollars, except share and per share amounts)

	December 31,
	2014			2013			2012
Revenue	$	281,612		$	260,420		$	231,351
Operating expenses:
Cost of revenue, excluding depreciation and amortization		121,807			113,675			101,155
General and administrative		70,432			71,926			70,679
Depreciation and amortization		35,102			32,468			27,202
Impairment charges		—			2,579			—
Loss on disposal of property and equipment		1,719			274			—
Total operating expenses		229,060			220,922			199,036
Income from operations		52,552			39,498			32,315
Other income (expense):
Interest expense, net		(19,832	)		(24,644	)		(32,157	)
Extinguishment of debt		(2,894	)		(7,922	)		(7,185	)
Management fee of related party		(1,047	)		(907	)		(968	)
Total other income (expense), net		(23,773	)		(33,473	)		(40,310	)
Income (loss) before income taxes		28,779			6,025			(7,995	)
Provision for (benefit from) income taxes		13,196			5,926			(604	)
Net income (loss)	$	15,583		$	99		$	(7,391	)
Earnings (loss) per share—basic and diluted	$	0.36		$	0.00		$	(0.17	)
Weighted average shares outstanding—basic and diluted		43,313,200			43,313,200			43,313,200
Pro forma net income and per share information (unaudited) (See Note 12):
Pro forma net income	$	18,061
Pro forma basic earnings per share	$	0.35
Pro forma diluted earnings per share	$	0.35
Pro forma basic weighted average shares outstanding		51,532,097
Pro forma diluted weighted average shares outstanding		51,802,357

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-17

Press Ganey Holdings, Inc.
Consolidated Statements of Shareholder's Equity
(Thousands of dollars)

	Common Stock		Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)			Total Shareholder's Equity
Balance at January 1, 2012	$	433	$	249,965	$	14,683		$	265,081
Sale of equity interests		—		6,021		—			6,021
Purchases of equity interests		—		—		(7,588	)		(7,588	)
Equity-based compensation		—		8,905		—			8,905
Net loss		—		—		(7,391	)		(7,391	)
Balance at December 31, 2012		433		264,891		(296	)		265,028
Sale of equity interests		—		1,189		—			1,189
Purchases of equity interests		—		—		(2,314	)		(2,314	)
Equity-based compensation		—		2,205		—			2,205
Net income		—		—		99			99
Balance at December 31, 2013		433		268,285		(2,511	)		266,207
Sale of equity interests		—		500		—			500
Purchases of equity interests		—		—		(3,708	)		(3,708	)
Equity-based compensation		—		2,062		—			2,062
Net income		—		—		15,583			15,583
Balance at December 31, 2014	$	433	$	270,847	$	9,364		$	280,644

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-18

Press Ganey Holdings, Inc.
Consolidated Statements of Cash Flows
(Thousands of dollars)

	December 31,
	2014			2013			2012
Operating activities
Net income (loss)	$	15,583		$	99		$	(7,391	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		35,102			32,468			27,202
Amortization of deferred financing costs and debt discount		879			1,531			871
Equity-based compensation		8,034			9,787			14,256
Extinguishment of debt		2,894			7,922			7,185
Provision for doubtful accounts		289			400			75
Impairment charges		—			2,579			—
Loss on disposal of property and equipment		1,719			274			—
Deferred income taxes		(4,807	)		4,453			(872	)
Changes in assets and liabilities:
Accounts receivable		(2,420	)		(3,380	)		(2,710	)
Other receivables		(623	)		(596	)		3,524
Prepaid expenses and other assets		1,319			(406	)		260
Accounts payable		(3	)		(2,785	)		2,082
Accrued payroll and related liabilities		678			3,770			3,760
Accrued expenses and other liabilities		342			121			(1,882	)
Deferred revenue		(5,183	)		(1,782	)		(2,659	)
Income taxes (payable) receivable, net		965			(544	)		1,196
Net cash provided by operating activities		54,768			53,911			44,897
Investing activities
Acquisitions of businesses, net of cash acquired		(28,177	)		(2,813	)		(24,894	)
Purchases of property and equipment		(19,414	)		(17,230	)		(18,191	)
Net cash used in investing activities		(47,591	)		(20,043	)		(43,085	)
Financing activities
Proceeds from the issuance of long-term debt		41,825			50,000			435,600
Payments on long-term debt		(67,662	)		(55,337	)		(419,788	)
Deferred financing payments		(508	)		(851	)		(8,914	)
Payments on capital lease obligations		(3,297	)		(1,641	)		(2,078	)
Contingent purchase consideration		—			(124	)		(541	)
Proceeds from sale of equity interests		500			1,189			6,021
Purchase of interest rate cap		—			—			(1,350	)
Purchases of equity interests		(3,708	)		(2,314	)		(7,588	)
Net cash (used in) provided by financing activities		(32,850	)		(9,078	)		1,362
Net (decrease) increase in cash		(25,673	)		24,790			3,174
Cash at beginning of year		32,635			7,845			4,671
Cash at end of year	$	6,962		$	32,635		$	7,845
Supplemental disclosure of cash flow information
Cash paid during the year for interest	$	18,888		$	22,858		$	30,200
Cash paid (received) during the year for income taxes		16,933			2,195			(927	)
Property and equipment acquired through capital leases		10,117			1,680			3,655
Purchase of property and equipment in accounts payable		6,459			911			1,812

The accompanying notes to consolidated financial statements are an integral part of these statements.

F-19

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements

1. Basis of Presentation

        Press Ganey Holdings, Inc. (the Company) is a leading provider of performance measurement, analysis, benchmarking, and quality improvement services primarily to the United States healthcare industry. The consolidated financial statements include the financial statements of Press Ganey Holdings, Inc. and its wholly owned subsidiary, Press Ganey Associates, Inc. (Associates), and Associates' wholly owned subsidiaries, PatientImpact LLC; Data Advantage LLC; Center for Performance Services, Inc.; Morehead Associates, Inc.; On The Spot Systems, Inc.; and Dynamic Clinical Systems, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. The Company is a wholly owned subsidiary of PG Holdco, LLC (the Parent).

Use of Estimates

        The preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles requires management to make certain estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. Actual results could materially differ from those estimates.

2. Summary of Significant Accounting Policies

Cash

        The Company places its cash with institutions with high credit quality. However, at certain times, such cash may be in excess of Federal Deposit Insurance Corporation and Securities Investor Protection Corporation insurance limits.

Accounts Receivable

        Accounts receivable are carried at sales value less an allowance for doubtful accounts. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company periodically evaluates accounts receivable and establishes an allowance for doubtful accounts based on a combination of specific customer circumstances, credit conditions and the history of write- offs and collections. The Company evaluates items on an individual basis when determining accounts receivable write-offs. In general, the Company's policy is to not charge interest on trade receivables after the invoice becomes past due. A receivable is considered past due if payment has not been received within agreed upon invoice terms. Account balances are charged off against the allowance after all normal means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers, and collateral is generally not required.

Property and Equipment

        Property and equipment consists of leasehold improvements, furniture, fixtures, equipment and capitalized internal software development costs. Property and equipment is stated at cost, less accumulated depreciation and amortization. Plant and equipment under capital leases are stated at the present value of their minimum lease payments.

        Computer software development costs that are incurred in the preliminary project stage are expensed as incurred. During the development stage, direct consulting costs and payroll and payroll related costs for employees that are directly associated with each project are capitalized and amortized

F-20

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

over the estimated useful life of the software once placed into operation. Replacements and major improvements are capitalized, while maintenance and repairs are charged to expense as incurred.

        Depreciation is computed on a straight-line basis over the estimated useful lives of the respective assets. Amortization of leasehold improvements is computed on a straight-line basis over the shorter of the lease term or estimated useful life of the asset and is included in depreciation expense. The estimated useful lives of property and equipment are as follows:

Computer equipment and software	3 years
Furniture and fixtures	5 - 7 years
Leasehold improvements	Shorter of lease term or useful life
Office equipment	3 - 5 years

Operating Leases

        The Company leases its office space and various office equipment under operating lease agreements. In general, the leases contain renewal options and require the Company to pay executory costs (real estate taxes, insurance, and repairs). Some of the leases contain future rent increases, free rent periods, or periods in which rent payments are reduced. The total amount of rental payments due over the lease term is charged to rent expense on the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is credited or charged to accrued expenses and other liabilities in the consolidated balance sheet.

Fair Value of Financial Instruments

        The Company measures and reports its financial assets and liabilities on the basis of fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Deferred Financing Fees

        Costs incurred related to obtaining financing arrangements are capitalized and amortized over the term of the financing arrangement as a component of interest expense using the effective interest method. In connection with the May 9, 2014, debt amendment (Note 8), the Company wrote off $2.0 million of unamortized deferred financing fees associated with the prior First and Second Lien debt holders and capitalized $508 thousand of new debt issuance costs. In connection with the May 9, 2013, debt amendment (Note 8), the Company wrote off $5.6 million of unamortized deferred financing fees associated with the prior First Lien debt holders and capitalized $365 thousand of new debt issuance costs. In connection with the June 17, 2013, debt amendment (Note 8), the Company capitalized $486 thousand of deferred financing fees. In connection with the April 20, 2012, refinancing (Note 8), the Company wrote off $4.8 million of unamortized deferred financing fees associated with the prior senior debt and capitalized $8.9 million of debt issuance costs. The write-offs of the unamortized deferred financing fees associated with the May 9, 2014, May 9, 2013 and April 20, 2012, debt amendments are included as extinguishment of debt on the consolidated statements of operations. The Company recognized interest expense for the amortization of financing costs of $728 thousand, $1.1 million, and $1.4 million for the years ended December 31, 2014, 2013, and 2012, respectively.

F-21

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Business Combinations

        The Company accounts for acquisitions of businesses under the purchase method of accounting and allocates the purchase price to the tangible assets, specifically identifiable intangible assets and liabilities assumed based upon their respective fair values. The excess of the purchase price over these estimated fair values is allocated to goodwill. The operating results of the businesses acquired are included in the consolidated statements of operations from the date of acquisition.

Goodwill and Intangible Assets

        Goodwill represents the excess of costs over fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in connection with business combinations and determined to have indefinite lives are not amortized, but are instead tested for impairment at least annually.

        The Company evaluates goodwill first using a qualitative assessment to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount. If the fair value of the reporting unit may be less than its carrying amount, the Company evaluates goodwill using a two-step impairment test; otherwise, the Company concludes that no impairment is indicated and we do not perform the two-step impairment test. If the qualitative assessment concludes that the two-step impairment test is necessary, the Company first compares the book value of the reporting unit, including goodwill, with its fair value. The fair value is estimated based on a market approach and a discounted cash flow analysis, also known as the income approach, and is reconciled back to the estimated equity value for the Company to ensure that the implied control premium is reasonable. If the book value of a reporting unit exceeds its fair value, the Company performs the second step to estimate an implied fair value of the reporting unit's goodwill by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill (including any unrecognized intangible assets). The difference between the total fair value of the reporting unit and the fair value of all the assets and liabilities other than goodwill is the implied fair value of that goodwill. The amount of impairment loss is equal to the excess of the book value of the goodwill over the implied fair value of that goodwill.

        The Company evaluates indefinite-lived intangible assets using a qualitative assessment to determine whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If the fair value may be less than its carrying amount, the fair value of the intangible asset is estimated and compared to its carrying value to determine if impairment exists. Otherwise, no impairment is indicated and the Company does not perform the quantitative test. When the qualitative assessment is not utilized and a quantitative test is performed, the Company estimates the fair value of these intangible assets using the relief-from-royalty method, which requires assumptions related to royalty rates that the owner would otherwise be willing to pay to use the asset, as well as projected revenues from our long-range plan. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives and reviewed for impairment when impairment indicators are present.

Long-Lived Assets

        Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is

F-22

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Revenue Recognition

        Revenue relates to services provided typically under annually renewable contracts, primarily summarizing and benchmarking hospital patient experience surveys and quality improvement services. For annual service contracts, revenue (including mailing services revenue) is recognized on a ratable basis over the life of the contract. The contracts are generally cancelable on short or no notice by the customer without penalty. For most new customers, 50% of the total service contract is billed upon execution, and the remaining 50% is billed at different times during the contract term, depending on the type of contract. For most renewal contracts, 100% of the service contract is billed upon renewal. Any amounts billed in excess of the revenue recognized result in deferred revenue. The Company recognizes revenue for services that have been earned but not billed. These unbilled amounts are recorded in other receivables on the consolidated balance sheets.

Sales and Marketing

        Sales and marketing expenses consist primarily of employee-related expenses including salaries, benefits, commissions, employment taxes, severance and equity-based compensation costs for employees engaged in sales, sales support, business development and marketing. Sales and marketing expenses also include operating expenses for marketing programs, trade shows and public relations costs. Sales and marketing expenses are expensed as incurred and are included in general and administrative expenses.

Advertising

        Advertising costs, which amounted to $147 thousand, $259 thousand, and $126 thousand for the years ended December 31, 2014, 2013, and 2012, respectively, are expensed as incurred and are included in general and administrative expenses.

Derivatives

        The Company measures derivatives at fair value and recognizes derivatives as either assets or liabilities on the consolidated balance sheet. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding effect on earnings. Changes in the fair value of derivatives that are designated and determined to be effective as part of a hedge transaction have no immediate effect on earnings and, depending on the type of hedge, are recorded either in other comprehensive income and are included in earnings in the period in which earnings are affected by the hedged item, or are included in earnings as an offset to the earnings impact of the hedged item. Any ineffective portions of hedges are reported in earnings as they occur.

Equity-Based Compensation

        The Parent adopted an equity-based compensation plan, or the Plan, which authorizes the granting of various equity awards of preferred units, Class A common units, Class A-1 common units, Class B

F-23

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

common units, and Class C common units of the Parent to the Company's employees and directors. The fair value of the awards of the Parent is reflected as expense on the accounts of the Company because the recipients are employees of the Company. On an annual basis, the Company determines the fair value of each class of its Parent's equity units using an enterprise value allocation methodology. In order to determine the enterprise value, the Company uses a variety of widely accepted valuation techniques which consider a number of factors such as its financial performance, the values of comparable companies and the lack of marketability of the Parent's equity instruments. Significant assumptions include the expected term in which the units will be realized; a risk-free interest rate equal to the U.S. federal treasury bond rate consistent with the term assumption; expected dividend yield, for which there is none; and expected volatility based on the historical data of equity instruments of comparable companies. The Company classifies immature awards as liabilities due to the Parent's right to repurchase the awards from the employee and the Parent's history of exercising such rights. The Company funds the Parent's repurchase obligations as the Parent is dependent upon the Company to meet its obligations. The Parent's repurchase right permits an employee to avoid the risks and rewards normally associated with equity ownership. The Company records compensation expense as units vest based upon the fair value of the respective award and adjusts the accumulated immature awards to fair value in cost of revenue and general and administrative expenses in the consolidated statement of operations.

        Certain of the Class A and Class C common units contain performance vesting conditions related to a change in control of the Company and related to the Parent's primary investor achieving a specified internal rate of return on its investment in the Company. The Company regularly assesses the probability of these events occurring. At the time these events are determined to be probable, compensation expense will then be recognized in its entirety. As of December 31, 2014, there has been no expense recorded for such Class A or Class C common units.

Income Taxes

        The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company expenses any penalties or interest associated with tax obligations as general and administrative expense.

Reclassifications

        Certain amounts in the prior periods have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income, assets or earnings per share.

F-24

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

        In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40)". This ASU requires management to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. It requires an assessment for a period of one year after the date that the financial statements are issued. Further, based on certain conditions and circumstances, additional disclosures may be required. This ASU is effective beginning with the first annual period ending after December 15, 2016, and for all annual and interim periods thereafter. Early application is permitted. The Company does not expect this ASU to have an impact on its consolidated financial statements or related disclosures.

        In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)". This ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The updated accounting guidance is effective for annual and interim reporting periods in fiscal years beginning after December 15, 2016. Early adoption is not permitted. An entity may choose to adopt this ASU either retrospectively or through a cumulative effect adjustment as of the start of the first period for which it applies the standard. The Company is currently in the process of evaluating the impact that this new guidance will have on its consolidated financial statements and our method of adoption.

3. Property and Equipment

        Property and equipment, net at December 31 consist of the following (in thousands):

	2014			2013
Furniture, fixtures, and leasehold improvements	$	6,249		$	6,329
Office equipment		15,214			14,198
Office equipment held under capital lease		18,531			8,414
Computer equipment and software		57,389			48,861
Construction in progress		21,628			8,173
		119,011			85,975
Accumulated amortization on office equipment held under capital leases		(6,244	)		(3,930	)
Accumulated depreciation		(53,157	)		(38,775	)
	$	59,610		$	43,270

        Depreciation and amortization of property and equipment was $19.1 million, $17.2 million, $12.4 million for the years ended December 31, 2014, 2013, and 2012, respectively.

4. Fair Value Measurements

        The Company measures and reports its financial assets and liabilities on the basis of fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability

F-25

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements (Continued)

(an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

        A three-level hierarchy for disclosure has been established to show the extent and level of judgment used to estimate fair value measurements, as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Significant other observable inputs (quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability).

Level 3: Significant unobservable inputs for the asset or liability. These values are generally determined using pricing models which utilize management estimates of market participant assumptions.

        Valuation techniques for assets and liabilities measured using Level 3 inputs may include methodologies such as the market approach, the income approach or the cost approach, and may use unobservable inputs such as projections, estimates and management's interpretation of current market data. These unobservable inputs are only utilized to the extent that observable inputs are not available or cost-effective to obtain. The Company had no Level 3 assets or liabilities at December 31, 2014 and 2013.

        The Company measured the fair value for its interest rate cap agreement based on broker quotes, which are the estimated amount that the Company would receive or pay to terminate the agreement at the reporting date, taking into account current interest rates and the current creditworthiness of the counterparties. Instruments measured at fair value as well as the general classification of such instruments pursuant to the valuation hierarchy are set forth below.

        Assets and liabilities recorded at fair value at December 31, 2014 and 2013 consist of the following (in thousands):

	Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
At December 31, 2014:
Interest rate cap(a)	$	—	$	—	$	—	$	—
At December 31, 2013:
Interest rate cap(a)	$	—	$	73	$	—	$	73

^(a)

Included in prepaid expenses and other assets on the consolidated balance sheet. Changes in fair value are recorded in interest expense, net on the consolidated statement of operations.

F-26

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements (Continued)

Other Fair Value Measures

        The recorded value of accounts receivable, other receivables, accounts payable, accrued expenses, and other liabilities approximates fair value because of the short maturity of these financial instruments. The recorded values of the variable rate First Lien and Second Lien Term Loans approximate fair value because the interest rates fluctuate with market rates.

5. Business Combinations

National Database of Nursing Quality Indicators

        On June 10, 2014, the Company acquired all of the assets of The National Database of Nursing Quality Indicators (NDNQI) from the American Nurses Association, Inc. in exchange for cash of $24.9 million. NDNQI is the leading quality improvement and nurse engagement tool developed by the American Nurses Association and managed by The University of Kansas School of Nursing. The acquisition strengthens the Company's ability to empower nurses and nursing leaders in their mission to reduce patient suffering and improve the patient experience.

        The acquisition was accounted for under the purchase method of accounting and the total purchase price was allocated to the net tangible and identifiable intangible assets based on their fair values (based on Level 3 measurements) as of June 10, 2014. The excess purchase price over the net tangible and identifiable intangible assets was recorded to goodwill. The goodwill balance is primarily attributed to expanded market opportunities and is expected to be deductible for tax purposes. The assumed liabilities include deferred revenue, which was adjusted down from a book value at the acquisition date of $6.5 million to an estimated fair value of $6.2 million. The $0.3 million write-down of deferred revenue will result in lower revenues than would have otherwise been recognized for such services.

        The following table summarizes the allocation of the fair value of the acquisition which was finalized during the year ended December 31, 2014 (in thousands):

Current assets	$	478
Software		1,186
Goodwill		14,647
Intangibles:
Trade name		300
Customer relationships		2,800
Proprietary technology		11,800
Total assets acquired		31,211
Liabilities assumed:
Deferred revenue		6,180
Other current liabilities		181
Net assets acquired	$	24,850

        Transaction expenses of $246 thousand relating to the purchase are included in general and administrative expenses in 2014.

F-27

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

5. Business Combinations (Continued)

Dynamic Clinical Systems, Inc.

        On April 24, 2014, the Company acquired all of Dynamic Clinical Systems, Inc.'s capital stock in exchange for cash of $3.3 million. Dynamic Clinical Systems, Inc. provides patient-reported outcomes services and solutions. The acquisition provides the Company with an expanded portfolio for healthcare organizations with the ability to collect, measure and analyze patient-reported data.

        The acquisition was accounted for under the purchase method of accounting and the total purchase price was allocated to the net tangible and identifiable intangible assets based on their estimated fair values (based on Level 3 measurements) as of April 24, 2014. The excess purchase price over the net tangible and identifiable intangible assets was recorded to goodwill. The goodwill balance is primarily attributed to assembled workforce and is expected to be deductible for tax purposes. This acquisition has an earnout feature for which no value has been recorded due to the remote probability of the performance targets being achieved.

        The following table summarizes the allocation of the fair value of the acquisition which was finalized during the year ended December 31, 2014 (in thousands):

Current assets	$	186
Goodwill		2,162
Intangibles:
Trade name		100
Customer relationships		1,200
Proprietary technology		380
Other		160
Total assets acquired		4,188
Liabilities assumed:
Deferred revenue		210
Other current liabilities		302
Deferred income tax liability		358
Net assets acquired	$	3,318

        Transaction expenses of $118 thousand relating to the purchase are included in general and administrative expenses in 2014.

On The Spot Systems, Inc.

        On December 30, 2013, the Company acquired all of On The Spot Systems, Inc. (OTSS)'s capital stock in exchange for cash of $2.8 million. OTSS is a point-of-care survey technology firm that enables organizations to capture real-time patient feedback. The acquisition expands the Company's portfolio of products by adding point-of-care surveying to existing modes of mail, phones, and eSurvey.

        The acquisition was accounted for under the purchase method of accounting and the total purchase price was allocated to the net tangible and identifiable intangible assets based on their fair values (based on Level 3 measurements) as of December 30, 2013. The excess purchase price over the net tangible and identifiable intangible assets was recorded to goodwill. The goodwill balance is

F-28

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

5. Business Combinations (Continued)

primarily attributed to assembled workforce and expanded market opportunities. Goodwill is not expected to be deductible for tax purposes.

        The following table summarizes the allocation of the fair value of the acquisition which was finalized during the year ended December 31, 2014 (in thousands):

Current assets	$	39
Deferred income tax asset		34
Goodwill		1,763
Proprietary technology intangible asset		1,000
Total assets acquired		2,836
Liabilities assumed:
Deferred revenue		13
Other current liabilities		10
Net assets acquired	$	2,813

        Transaction expenses of $37 thousand and $55 thousand relating to the purchase are included in general and administrative expenses in 2014 and 2013, respectively.

Morehead Associates, Inc.

        On December 21, 2012, the Company acquired all of Morehead Associates, Inc. (Morehead)'s, capital stock in exchange for cash of $24.9 million. Morehead delivers human capital assessments, analytics, benchmark data, and consulting solutions to the healthcare industry by providing survey-based assessments to hospitals of their respective employees and physicians. The acquisition provides the Company access to new markets within the healthcare industry with proven technology and products.

        The acquisition was accounted for under the purchase method of accounting and the total purchase price was allocated to the net tangible and identifiable intangible assets based on their fair values (based on Level 3 measurements) as of December 21, 2012. The excess purchase price over the net tangible and identifiable intangible assets was recorded to goodwill. The goodwill balance is attributed to assembled workforce and expanded market opportunities. Goodwill is deductible for tax purposes.

F-29

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

5. Business Combinations (Continued)

        The following table summarizes the allocation of the fair value of the acquisition which was finalized during the year ended December 31, 2013 (in thousands):

Current assets	$	1,861
Property and equipment		2,545
Goodwill		12,495
Intangibles:
Trade name		900
Customer relationships		1,500
Proprietary technology		7,200
Other		700
Total assets acquired		27,201
Liabilities assumed:
Deferred revenue		1,679
Other current liabilities		628
Net assets acquired	$	24,894

        Transaction expenses of $299 thousand and $354 thousand relating to the purchase are included in general and administrative expenses in 2013 and 2012, respectively.

        For the acquisitions noted above, the Company used the purchase method of accounting and the results of operations of these entities have been included in the consolidated financial statements since their respective acquisition dates. Additionally, none of these acquisitions are considered material to the Company and, therefore, pro-forma information has not been presented.

        In connection with the Company's 2010 acquisition of the Quality Indicator Project and the Center for Performance Services, Inc., there was a contingent purchase price adjustment through August 3, 2012. The Company paid the final contingent consideration of $200 thousand in 2012.

        In connection with the Company's 2009 acquisition of Data Advantage, LLC, the Company had contingent obligations based on a contractual percentage of annual net collected revenue from the sale of Data Advantage, LLC Core Measure products to certain customers through 2012. The Company also had guaranteed quarterly payments of $100 thousand through January 2013. All of these liabilities were valued at the estimated present value of future payments as of the acquisition date. During 2013 and 2012, the Company paid $124 thousand and $341 thousand, respectively, in connection with these obligations.

F-30

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

6. Goodwill and Intangible Assets

Goodwill

        The Company performed its annual goodwill impairment assessment as of October 1, 2014 and 2013, and determined there was no impairment of goodwill. Changes in the carrying amount of goodwill for the years ended December 31, 2014, 2013, and 2012 were as follows (in thousands):

Balance as of January 1, 2012	$	371,867
Morehead acquisition		12,474
Balance as of December 31, 2012	$	384,341
OTSS acquisition		1,388
Morehead adjustments		21
Balance as of December 31, 2013	$	385,750
OTSS adjustments		375
DCS acquisition		2,162
NDNQI acquisition		14,647
Balance as of December 31, 2014	$	402,934

Intangible Assets

        The Company performed its annual indefinite-life intangible asset impairment assessment as of October 1, 2014 and 2013, and determined there were no impairments of the indefinite-life intangible assets. The following table summarizes the Company's intangible assets at December 31, 2014 and 2013 (in thousands):

	December 31, 2014									December 31, 2013
	Weighted Average Remaining Useful Life		Gross Carrying Value		Accumulated Amortization			Intangible Assets, Net		Gross Carrying Value		Accumulated Amortization			Intangible Assets, Net
Trade name (indefinite life)		—	$	200,000	$	—		$	200,000	$	200,000	$	—		$	200,000
Trade names (finite life)		3.3		2,130		(1,167	)		963		1,730		(783	)		947
Customer relationships		13.2		235,300		(82,010	)		153,290		231,323		(69,253	)		162,070
Proprietary technology		9.3		32,240		(11,645	)		20,595		20,060		(9,003	)		11,057
Other		2.8		2,090		(1,547	)		543		1,930		(1,370	)		560
			$	471,760	$	(96,369	)	$	375,391	$	455,043	$	(80,409	)	$	374,634

        Amortization expense was $16.0 million, $15.3 million, and $14.8 million for the years ended December 31, 2014, 2013, and 2012, respectively. The Company cannot reliably determine the pattern for which it consumes the benefit of its customer intangible assets. As such, the Company amortizes its customer relationship intangible assets using the straight-line method over the estimated lives based upon the Company's historical customer retention and recurring revenue base.

F-31

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

6. Goodwill and Intangible Assets (Continued)

        The estimated remaining amortization expense related to intangible assets with finite lives for each of the five succeeding years and thereafter is as follows at December 31, 2014 (in thousands):

2015	$	16,498
2016		16,115
2017		15,172
2018		13,584
2019		13,038
Thereafter		100,984
	$	175,391

7. Impairment Charges

        In 2013, during the strategic review of its product offerings, the Company decided to discontinue three products. In connection with discontinuing these products, the Company considered the recoverability of the carrying value of certain fixed assets (primarily software) and certain intangible assets held for use (primarily customer relationships), which resulted in an impairment charge of $2.6 million. These losses reflect the amounts by which the carrying values of these assets exceed their estimated fair values determined by their estimated future discounted cash flows and are recorded as impairment charges on the consolidated statement of operations.

        There were no impairment charges related to long-lived assets during 2014 or 2012.

8. Revolving Line of Credit and Long-Term Debt

        The components of long-term debt at December 31 were as follows (in thousands):

	2014			2013
First Lien Term Loan	$	408,456		$	388,613
Second Lien Term Loan		—			45,000
Less discount		(312	)		(1,209	)
		408,144			432,404
Less current portion		(4,279	)		(14,885	)
	$	403,865		$	417,519

        The aggregate maturities of long-term debt for years subsequent to December 31, 2014, are as follows (in thousands):

Year ending December 31:
2015	$	4,279
2016		4,279
2017		4,279
2018		395,619
Total debt	$	408,456

F-32

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

8. Revolving Line of Credit and Long-Term Debt (Continued)

First and Second Lien Credit Agreements

        On April 20, 2012, the Company entered into a new First Lien Credit Agreement (the First Lien Agreement) and Second Lien Credit Agreement (the Second Lien Agreement). The First Lien Agreement consists of a six-year, $30 million revolving credit facility (the Revolving Credit Facility) and a six-year, $345 million term loan facility (the First Lien Term Loan), which was issued at an original issue discount of $3.5 million that is being recognized in interest expense over the term of the debt using the effective interest method. The Second Lien Agreement consists of a six-and-a-half-year, $95 million term loan facility (the Second Lien Term Loan), which was issued at an original issue discount of $950 thousand that is being recognized in interest expense over the term of the debt using the effective interest method. The Company used the proceeds from these borrowings to repay the Company's Senior Secured Credit Term Loan Facility and Senior Subordinated Notes. The First Lien Agreement and the Second Lien Agreement are both secured by substantially all of the assets of the Company.

        On May 9, 2013, the Company amended the First Lien Agreement to borrow an additional $50 million, lower interest rates, and adjust certain financial covenants. Proceeds from the additional borrowings were used to pay down the principal balance of the Second Lien Term Loan. The transaction resulted in a loss on extinguishment of debt of $7.9 million consisting of unamortized deferred financing fees of $4.1 million, payments of fees to lenders of $1.5 million and loss on original issuance discount of $2.3 million, which are recorded as extinguishment of debt in other expense, net, in the consolidated statement of operations.

        On May 9, 2014, the Company amended the First Lien Agreement to borrow an additional $35 million in the form of an incremental term loan increase. Proceeds from the additional borrowings and $10 million of cash were used to pay off the remaining balance of the Second Lien Term Loan. The transactions resulted in a loss on extinguishment of debt of $2.9 million, consisting of unamortized deferred financing fees of $1.5 million, payments of fees to lenders of $0.5 million and loss on original issue discount of $0.9 million, which are recorded as extinguishment of debt in the consolidated statement of operations for the year ended December 31, 2014.

        At the discretion of the Company, interest accrues on borrowings on the Revolving Credit Facility at either the London Interbank Offered Rate (LIBOR) (Eurodollar Rate) plus an applicable margin or the adjusted base rate (ABR) plus an applicable margin, as defined in the First Lien Agreement. There were no borrowings outstanding under the Revolving Credit Facility at December 31, 2014 or 2013; however, the Company had letters of credit outstanding of approximately $65 thousand and $100 thousand, respectively, which reduced the borrowing capacity of the Revolving Credit Facility. The Company is charged a loan commitment fee of 0.50% for unused amounts on the Revolving Credit Facility.

        After the May 9, 2013, amendment, at the choice of the Company, interest accrues on outstanding borrowings under the First Lien Term Loan at either the ABR, as defined in the First Lien Agreement, plus an applicable margin, currently 2.25%, or the Eurodollar Rate with a floor of 1.00% plus an applicable margin, currently 3.25%. The Company elected to use the Eurodollar Rate during 2014, and the interest rate at December 31, 2014, was 4.25%. The Company was required to make quarterly principal payments of $863 thousand from June 2012 through March 31, 2013, payments of $979 thousand from June 30, 2013 through March 31, 2014, and $1.1 million from June 30, 2014 through April 20, 2018, when the First Lien Agreement matures, and to make quarterly interest

F-33

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

8. Revolving Line of Credit and Long-Term Debt (Continued)

payments. The remaining principal balance of the First Lien Term Loan is due at maturity on April 20, 2018.

        The Company is required to make additional annual principal payments on the First Lien Term Loan and the Second Lien Term Loan equal to 25% or 50% (determined based on the senior leverage ratio at year-end) of the excess cash flow generated, if any. There was no Excess Cash Flow payment required for the year ended December 31, 2014. An Excess Cash Flow payment of $11.0 million was required for the year ended December 31, 2013 and was included in current maturities of long-term debt at December 31, 2013.

        The First Lien Agreement contains certain restrictive and financial covenants with which the Company must comply on a quarterly basis, including a maximum net leverage ratio and a minimum interest coverage ratio, as defined. The Second Lien Agreement contained certain restrictive and financial covenants with which the Company was required to comply on a quarterly basis, including a maximum net leverage ratio, as defined. The Company is also limited in its ability to incur additional indebtedness or liens; pay dividends or make certain other restricted payments and enter into certain transactions with affiliates; merge or consolidate with another entity; or sell, assign, transfer, convey, or otherwise dispose of all or substantially all of its assets. The Company was in compliance with these restrictive and financial covenants as of December 31, 2014 and 2013.

Senior Subordinated Notes

        On April 20, 2012, the Company paid off the Senior Secured Credit Agreement (the 2010 Credit Agreement), entered into on November 3, 2010, and the Senior Subordinated Notes (the Senior Subordinated Notes), issued on March 12, 2008. The 2010 Credit Agreement consisted of a five-year, $30 million revolving credit facility (the 2010 Revolving Credit Facility) and a five-year, $320 million term loan facility (the 2010 Term Loan Facility). The 2010 Credit Agreement was secured by substantially all of the assets of the Company. The Senior Subordinated Notes had a face amount of $100 million, were originally issued at the discounted amount of $98 million, and required quarterly interest payments at 12.5%. Upon repayment of the 2010 Credit Agreement and the Senior Subordinated Notes, the Company incurred a loss on debt extinguishment of $7.2 million consisting of unamortized deferred financing fees of $4.8 million, loss on original issuance discount of $1 million, and a prepayment penalty of $1.4 million, which are all recorded as extinguishment of debt in the consolidated statement of operations.

Derivative Financial Instruments

        The Company is exposed to interest rate risk primarily through its borrowing activities. The Company's borrowings under the First and Second Lien Agreements are variable rate instruments. To hedge against increases in interest rates, the Company entered into an interest rate cap agreement, which has a notional amount of $400 million at December 31, 2014, and expires on June 30, 2015. On a quarterly basis, if LIBOR exceeds 1.5%, the Company will be paid an amount equal to the difference between LIBOR and 1.5%, multiplied by the notional amount. This derivative instrument is not designated as a hedge, and as a result, changes in fair value are reported in interest expense, net, in the consolidated statement of operations.

F-34

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

9. Leases

        The Company leases certain office furniture, computer equipment, and office space under operating and capital leases. Generally, the leases contain renewal terms at the option of the Company at rates reflecting market rates at the time of renewal. Minimum annual lease payments under noncancelable lease arrangements at December 31, 2014, are as follows (in thousands):

	Capital Leases		Operating Leases
Year ending December 31:
2015	$	4,715	$	2,659
2016		3,892		2,575
2017		2,126		770
2018		788		761
2019		477		647
Thereafter		40		167
Total minimum lease payments	$	12,038	$	7,579
Less amount representing interest		886
Present value of future minimum lease payments		11,152
Less current installments of obligations under capital leases		4,373
Long-term capital lease obligations	$	6,779

        Total rent expense charged to operations under terms of these operating leases was $3.4 million, $3.3 million, and $2.4 million for the years ended December 31, 2014, 2013, and 2012, respectively.

        Amortization of the capital leases of $2.3 million, $1.9 million, and $1.6 million for the years ended December 31, 2014, 2013, and 2012, respectively, is included in depreciation and amortization expense on the consolidated statements of operations.

10. Defined Contribution Retirement Plan

        The Company has a qualified defined contribution retirement plan that covers substantially all of its employees. Expense for the Company's matching contributions, which in part are based on amounts of compensation contributed by plan participants, was $2.2 million, $2.3 million, and $2.0 million for the years ended December 31, 2014, 2013, and 2012, respectively.

11. Equity-Based Compensation

        The Parent has adopted an equity-based compensation plan (the Plan), which authorizes the granting of various equity awards of the Parent's Preferred units, Class A common units, Class B common units, and Class C common units to employees and directors of the Company. The awards of the Parent are recorded as compensation expense in the accounts of the Company because the recipients are employees of the Company.

        Equity-based compensation expense recognized in the Company's consolidated statements of operations was $8.0 million, $9.8 million, $14.3 million for the years ended December 31, 2014, 2013, and 2012, respectively.

F-35

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Equity-Based Compensation (Continued)

        The total liability outstanding associated with equity-based compensation awards not classified in equity but as liabilities was $19.4 million and $12.9 million at December 31, 2014 and 2013, respectively.

        The Company calculates the fair value of its units using an enterprise value allocation method. For units paid for with substantively nonrecourse employee loans, the Company calculates the fair value of those units using the Black- Scholes model as those units are deemed to be options for accounting purposes. The expected term for its common units is determined through analysis of historical data vesting periods of awards, and post-vesting employment termination behavior. The risk-free interest rate is based on U.S. Treasury bonds issued with life terms similar to the expected life of the grant. Volatility is calculated based on comparable publicly traded companies. The Company has not declared or paid any cash dividends on its common units in 2014, 2013 or 2012 and does not currently anticipate declaring or paying any cash dividends. The timing and amount of future cash dividends, if any, is periodically evaluated by the Company's Board of Directors and would depend upon, among other factors, the Company's earnings, financial condition, cash requirements, and contractual restrictions.

        The following weighted-average key assumptions were used in the Black-Scholes model valuation of units granted in each respective period:

	2014	2013	2012
Risk-free interest rate	0.1%	0.3%	0.3%
Dividend yield	0%	0%	0%
Volatility	45%	55%	55%
Expected Life	0.5 years	1.5 years	2.5 years

F-36

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Equity-Based Compensation (Continued)

        Activity of Parent units held by Company employees for the years ended December 31, 2014, 2013, and 2012 is as follows:

	Preferred Units			Weighted Average Fair Value at Grant Date		Class A Common Units			Weighted Average Fair Value at Grant Date		Class B Common Units			Weighted Average Fair Value at Grant Date		Class C Common Units			Weighted Average Fair Value at Grant Date
Nonvested at January 1, 2012		3,200		$	1,000		153,609		$	10.42		31.9		$	50,424		97.9		$	1,000
Granted		—			—		824,399			13.00		6.6			86,894		21.1			—
Vested		(2,872	)	$	1,000		(137,225	)		10.47		(13.5	)		55,717		—			1,000
Forfeited		(328	)	$	1,000		(39,289	)		10.58		(4.1	)		45,608		(26.9	)		1,000
Nonvested at December 31, 2012		—			—		801,494		$	13.00		20.9		$	59,344		92.1			—
Granted		—			—		192,901			23.00		16.3			100,783		45.7			—
Vested		—			—		—			—		(7.9	)		30,358		—			—
Forfeited		—			—		(3,718	)		11.00		(3.3	)		85,572		(12.2	)		—
Nonvested at December 31, 2013		—			—		990,677		$	14.95		26.0		$	90,739		125.6			—
Granted		—			—		120,186			34.00		7.3			87,815		16.0
Vested		—			—		—			—		(7.4	)		78,806		—			—
Forfeited		—			—		(92,178	)		20.17		(1.9	)		81,861		(26.5	)		—
Nonvested at December 31, 2014		—			—		1,018,685		$	15.72		24.0		$	94,276		115.1		$	—
Vested at December 31, 2012		—			—		10,839		$	10.00		24.9		$	24,187		—			—
Vested at December 31, 2013		—			—		10,820		$	11.00		30.7		$	27,466		—			—
Vested at December 31, 2014		—			—		10,820		$	11.00		32.3		$	32,106		—			—

        The aggregate intrinsic value of nonvested units represents the total pre-tax intrinsic value that will be received by the unit recipients upon vesting. The aggregate intrinsic value of the nonvested units for 2014, 2013, and 2012 was $36.9 million, $15.5 million, and $11.0 million, respectively.

        The aggregate intrinsic value of the vested units for 2014, 2013, and 2012 was $1.6 million, $3.2 million, and $2.7 million, respectively. The total fair value of units that vested during 2014, 2013, and 2012 was $1.2 million, $1.4 million, and $6.0 million, respectively.

Parent Preferred Units

        No preferred units were granted in 2014 and 2013, nor were any outstanding as of December 31, 2014. The Company recognized $2.1 million of equity based compensation expense related to the preferred unit grants during the year ended December 31, 2012.

Parent Class A Common Units

        The Class A common units were granted with a grant date fair value of $34, $23, and $13 per unit as of December 31, 2014, 2013, and 2012, respectively, using an enterprise value allocation method. All of the unvested Class A common units granted become immediately vested upon a sale by the Parent

F-37

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Equity-Based Compensation (Continued)

of substantially all of the assets or member units of the Parent. The Company has recognized $6.0 million, $4.1 million, and $2.7 million of equity-based compensation expense related to the Class A common unit grants during the years ended December 31, 2014, 2013, and 2012, respectively. At December 31, 2014, unrecognized compensation cost related to the Class A common unit grants was $13.3 million. The weighted-average remaining contractual term of all outstanding Class A common unit grants was 2.9 years as of December 31, 2014.

        The following table summarizes the vesting terms for the Class A common units that were granted during the years ended December 31, 2014, 2013 and 2012:

	2014		2013		2012
Immediate		46,432		21,191		—
Performance		—		—		229,051
1 year		—		30,024		—
3 year performance		—		—		218,179
4 year ratable		9,197		12,762		—
4 year cliff		64,557		128,924		377,169
		120,186		192,901		824,399

Parent Class B Common Units

        The Class B common units granted in 2014, 2013, and 2012 are time-vested awards vesting 20% on each anniversary date following the grant date. Upon termination of the employee's employment without cause, change of control of the Parent, sale by the Parent of substantially all of the assets or member units of the Parent, or death or disability of the unit holder, the Class B common units vest according to the anniversary date applicable percentage following the grant date. A majority of the Class B units granted have substantively nonrecourse notes associated with them. The fair value of the awards granted in 2014, 2013, and 2012 was calculated using the Black-Scholes model, after consideration of the substantively nonrecourse note is $88 thousand, $101 thousand, and $87 thousand in 2014, 2013, and 2012, respectively. The Company has recognized $2.2 million, $2.0 million, and $2.3 million of equity-based compensation expense relative to the Class B common unit grants during the years ended December 31, 2014, 2013, and 2012, respectively. At December 31, 2014, unrecognized compensation cost related to the Class B common unit grants was $5.0 million. The weighted-average remaining contractual term of all outstanding Class B common unit grants was 4 years as of December 31, 2014.

Parent Class C Common Units

        The Class C common units contain performance conditions related to a change in control of the Company and related to the Parent's primary investor achieving a specified internal rate of return on its investment in the Company. The Company also has valued these Class C common units using an enterprise value allocation method. The Company has not recognized any equity-based compensation related to these awards as the performance condition is not considered probable at this time.

F-38

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Equity-Based Compensation (Continued)

Parent Preferred and Class A Common Units Sold

        During 2013, 300 preferred units and 7,437 Class A common units were sold to executives who purchased these units with substantively nonrecourse notes. These units are not subject to a vesting period. For the years ended December 31, 2013 and 2012, the Company recorded $3.7 million and $4.2 million, respectively, as equity-based compensation expense upon sale of the units. No additional units were sold during 2014. The Company recognized a reduction in expense of $78 thousand during the year ended December 31, 2014.

        During 2012, as part of a termination package awarded to a member of executive management, modifications to previously issued equity-based compensation awards were made. A nonrecourse loan and related interest of $1.1 million was forgiven by the Company and therefore recorded as compensation expense. Additionally, the Company repurchased the vested preferred and common units of several executives who left the Company during the year. As part of these unit repurchases, the Company repurchased equity at a Board of Directors approved amount that exceeded fair value, resulting in $815 thousand of equity-based compensation expense.

        During 2012, the Company recorded $1.0 million of equity-based compensation expense under the earnout provisions related to the November 20, 2009 acquisition of PatientImpact LLC.

Employee Loans

        From time to time, the Company loans executives various amounts in conjunction with investments in the Parent. These notes are nonrecourse and bear interest at stated rates or rates equal to the long-term applicable federal rate compounded annually. Because the notes are substantively nonrecourse and are not subject to a vesting period, the Company's policy is to recognize the notes as equity-based compensation expense. At December 31, 2014 and 2013, the principal amounts due to the Company under outstanding notes receivable were $11.4 million and $12.8 million, respectively, with interest rates ranging from 2.36% to 10.00%. The unpaid principal amounts together with all interest accrued but unpaid are due upon the earliest of several events as defined in individual agreements, which generally include the following: (i) the date of a sale of the Company or, if the amount payable to the executive in respect of the units acquired with the proceeds of the note is deposited into escrow upon the sale of the Company to ensure compliance with the covenants of the executive, upon the distribution to or forfeiture by, as applicable, the executive of the amounts held in such escrow; (ii) the date that the units are called by the Parent in accordance with the terms of the Subscription Agreement; (iii) the date that is 30 days following the end of the period when the units may be called by the Parent in accordance with the terms of the Subscription Agreement; (iv) the date that is 90 days following the date the executive terminates employment for any reason with the Company and its affiliates; (v) the date that is five days following the date that the executive no longer is the beneficial owner of the units acquired with the proceeds of the note; and (vi) the date of the tenth anniversary of the note. Equity awards purchased in exchange for nonrecourse loans are effectively the same as granting an option to purchase units because, if the value of the underlying award falls below the loan amount, the employee will relinquish the stock in lieu of repaying the loan. In that event, the employee is in the same position as if he or she never exercised the original stock option or purchased the stock. Accordingly, the Company accounts for Parent awards purchased with nonrecourse notes as if they were options and does not record the note receivable or record related interest income associated with the notes.

F-39

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

12. Pro Forma Earnings Per Share (unaudited)

        The Company computes the pro forma earnings per share of common stock as if the offering and the Distribution occurred on January 1, 2014. Pro forma basic net earnings per share is computed using pro forma net income divided by the pro forma weighted-average number of common shares outstanding during the period. Pro forma weighted-average common shares outstanding is determined by using the historical weighted-average number of common shares outstanding adjusted to reflect the issuance of Company common shares assuming the offering and the Distribution occurred on January 1, 2014. Pro forma diluted earnings per share is computed using the pro forma weighted-average number of common shares and the effect of potentially dilutive equity awards outstanding during the period. Potentially dilutive securities consist of unvested shares of common stock.

Net income	$	15,583
Pro Forma Adjustments:
Decrease in interest expense(a)		7,614
Elimination of management fee of related party(b)		1,047
Increase in equity-based compensation(c)		(3,816	)
Impact of pro forma adjustments on income tax expense(d)		(2,367	)
Pro forma net income	$	18,061
Historical weighted-average common shares outstanding		44,313,200
Pro Forma Adjustments:
Issuance of 8,900,000 shares of the Company's common stock in the offering		8,900,000
Pro forma weighted-average common shares outstanding(e):
Basic		51,532,097
Diluted		51,802,357
Pro forma net income per common share(e):
Basic	$	0.35
Diluted	$	0.35

^(a)

Reflects the adjustment to interest expense and amortization of debt issuance costs resulting from the repayment of $175.0 million of outstanding borrowings under the Company's Term Loan Facility with the net proceeds of the offering.

^(b)

Reflects the elimination of the annual management fee payable to Vestar as a result of the termination of the management agreement with Vestar upon the closing of the offering.

^(c)

Reflects the incremental equity-based compensation expense related to the modification of the Class A and Class B common units of PG Holdco in connection with the offering and the Distribution, assuming an initial public offering price of $23.00 per share, the midpoint of the price range set forth on the cover page of the prospectus included in the registration statement.

F-40

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

12. Pro Forma Earnings Per Share (unaudited) (Continued)

^(d)

Reflects the income tax impact of the pro forma adjustments at the Company's statutory tax rate.

^(e)

Reflects 928,305 shares of unvested restricted stock that will be distributed to unvested Class A and Class B common unitholders of PG Holdco in connection with the Distribution.

        Pro forma earnings per share data does not give effect to (i) non-recurring equity-based compensation expense of $52.8 million to be recognized in connection with the modification of certain common units of PG Holdco in connection with the Distribution and the offering, (ii) the payment of a one-time transaction advisory fee to Vestar in connection with the offering and (iii) the write-off of deferred financing fees, loss on original issue discount and lender fees in an aggregate amount of $0.5 million as a result of the partial repayment of the Company's Term Loan Facility with the net proceeds from the offering.

13. Income Taxes

        Income tax expense (benefit) for the years ended December 31 consists of the following (in thousands):

	Current		Deferred			Total
2014
U.S. federal	$	13,553	$	(2,416	)	$	11,137
State and local		4,450		(2,391	)		2,059
	$	18,003	$	(4,807	)	$	13,196

	Current		Deferred		Total
2013
U.S. federal	$	717	$	3,478	$	4,195
State and local		756		975		1,731
	$	1,473	$	4,453	$	5,926

	Current			Deferred			Total
2012
U.S. federal	$	(50	)	$	(468	)	$	(518	)
State and local		318			(404	)		(86	)
	$	268		$	(872	)	$	(604	)

F-41

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

13. Income Taxes (Continued)

        Income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pretax income as a result of the following (in thousands):

	December 31
	2014			2013		2012
Tax at federal statutory rate	$	10,073		$	2,109	$	(2,798	)
State and local income taxes, net of federal income tax benefit		2,144			830		(157	)
Effect of state rate changes		(89	)		1,036		—
Nondeductible equity-based compensation		728			1,725		2,192
Nondeductible expenses, tax reserve adjustments, and other, net		340			226		159
	$	13,196		$	5,926	$	(604	)

        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31 are presented below (in thousands):

	2014		2013
Deferred tax assets:
Accounts receivable	$	257	$	243
Accrued liabilities		188		230
Net operating loss carryforward		610		—
Equity-based compensation expense		4,002		2,201
Total gross deferred tax assets		5,057		2,674
Deferred tax liabilities:
Prepaid expenses		1,158		1,247
Capital lease		523		123
Property and equipment		4,113		5,505
Intangible assets and goodwill		125,742		126,360
Total gross deferred tax liabilities		131,536		133,235
Net deferred tax liabilities	$	126,479	$	130,561

        In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the planned reversal of deferred tax liabilities and the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences at December 31, 2014.

        At December 31, 2014, the Company has available unused net operating loss carryforwards of approximately $1.5 million that may be applied against future taxable income and expire in years ending December 31, 2025 through 2033. The Company has not recorded a valuation allowance as

F-42

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

13. Income Taxes (Continued)

sufficient positive evidence exists to support the Company's conclusion that it will generate enough taxable income to utilize the net operating loss carryforwards prior to their expiration.

        At December 31, 2014 and 2013, no liability has been recorded for uncertain tax positions.

        It is reasonably possible that the amount of unrecognized tax benefits may significantly change in the next 12 months due to audit activity, tax payments, or final decisions in matters that are the subject of controversy in various taxing jurisdictions in which the Company operates. The Company is not able to reasonably estimate the amount or the future periods in which changes in unrecognized tax benefits will be required.

        The Company files income tax returns in the U.S. and various state and local jurisdictions and is therefore subject to periodic audits by these tax authorities. The Company is subject to examination by the Internal Revenue Service for 2011 and later years.

14. Segment Information

        An operating segment is a component of an enterprise that engages in business activities and has discrete financial information that is regularly reviewed by the enterprise's chief operating decision maker to assess performance of the individual component and make decisions about allocating resources to the component. The Company produces one set of financial information at the enterprise level that is regularly reviewed by the Company's chief operating decision maker. Discrete financial information is not produced or reviewed by the Company's chief operating decision maker at a level lower than the enterprise level. As such, the Company has one operating segment as of December 31, 2014 and 2013.

        The Company's identifiable assets are located in the United States and over 99% of the Company's revenues are located in the United States.

15. Commitments and Contingencies

Litigation

        The Company is involved in various legal actions in the normal course of its operations. Management believes that any liability resulting from these matters will not have a material impact on the consolidated financial position or results of operations of the Company.

16. Related Party Transactions

        The Company's majority shareholder, Vestar Capital Partners, LLC (Vestar), charges the Company a management fee annually, payable on a quarterly basis. The Company paid management fees of $1.0 million, $907 thousand, and $968 thousand for the years ended December 31, 2014, 2013, and 2012, respectively. The Company also reimbursed Vestar for travel expenses for the years ended December 31, 2014, 2013, and 2012 of $69 thousand, $41 thousand, and $63 thousand, respectively.

17. Subsequent Events

        The Company evaluated subsequent events after December 31, 2014 through March 30, 2015, representing the date that these consolidated financial statements were available to be issued. The Company concluded that, with the exception of those matters discussed below, no material events or

F-43

Press Ganey Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

17. Subsequent Events (Continued)

transactions occurred subsequent to December 31, 2014, that provide additional evidence about conditions that existed at December 31, 2014, or after, that require adjustment to or disclosure in the consolidated financial statements.

        With effect from May 8, 2015, the name of the Company was changed from PGA Holdings, Inc. to Press Ganey Holdings, Inc.

        On May 8, 2015, the Company's common stock was split at a 2,800-for-one ratio. The authorized shares were increased to 350.0 million. Accordingly, all references to numbers of common shares and per-share data in the accompanying audited consolidated financial statements have been adjusted to reflect the stock split on a retroactive basis.

F-44

8,900,000 Shares

Press Ganey Holdings, Inc.

Common Stock

Prospectus

                         , 2015

Barclays

Goldman, Sachs & Co.

William Blair

Wells Fargo Securities

Raymond James

Baird

BMO Capital Markets

Avondale Partners

Through and including                  , 2015 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

        The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission, or SEC, registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the New York Stock Exchange listing fee.

	Amount
SEC Registration fee	$	28,543
FINRA filing fee		37,346
New York Stock Exchange listing fee		217,082
Accountants' fees and expenses		1,200,000
Legal fees and expenses		2,500,000
Transfer Agent's and Registrar's fees and expenses		5,000
Printing expenses		430,000
Miscellaneous expenses		282,029
Total expenses	$	4,700,000

*

To be provided by amendment

Item 14.    Indemnification of Directors and Officers.

        Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation will provide for this limitation of liability.

        Section 145 of the DGCL ("Section 145") provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.

        Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or

II-1

enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

        Our amended and restated certificate of incorporation will provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

        We intend to enter into indemnification agreements with each of our current directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

        The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

        We maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

        The proposed form of underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification to our directors and officers by the underwriters against certain liabilities.

Item 15.    Recent Sales of Unregistered Securities.

        None.

Item 16.    Exhibits and Financial Statement Schedules.

(a)

Exhibits.

        The exhibit index attached hereto is incorporated herein by reference.

(b)

Financial Statement Schedules.

        No financial statement schedules are provided because the information called for is not required or is shown in the financial statements or the notes thereto.

Item 17.    Undertakings.

        The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is

II-2

asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby further undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wakefield, Commonwealth of Massachusetts, on this 11th day of May, 2015.

PRESS GANEY HOLDINGS, INC.
By:	/s/ PATRICK T. RYAN Patrick T. Ryan Chief Executive Officer

****

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on this 11th day of May, 2015:

Signature	Title
/s/ PATRICK T. RYAN Patrick T. Ryan	Chief Executive Officer and Director (principal executive officer)
/s/ MATTHEW W. HALLGREN Matthew W. Hallgren	Chief Financial Officer (principal financial and accounting officer)
* Norman W. Alpert	Chairman of the Board of Directors
* Andrew J. Cavanna	Director
* Leslie V. Norwalk	Director
* Gregory S. Roth	Director
* Ralph Snyderman	Director

Signature	Title
* Ellen M. Zane	Director

*

The undersigned, by signing his name hereto, does sign and execute this Amendment No. 2 to the Registration Statement pursuant to the Power of Attorney executed by the above-named officers and directors of Press Ganey Holdings, Inc. and filed with the Securities and Exchange Commission.

/s/ PATRICK T. RYAN
Patrick T. Ryan
Attorney-in-Fact

Exhibit Index

Exhibit Number			Description of Exhibit
	1.1		Form of Underwriting Agreement
	3.1		Certificate of Incorporation of the Registrant, as amended (currently in effect)
	3.2		Certificate of Amendment of Certificate of Incorporation of the Registrant (currently in effect)
	3.3		Amended and Restated Bylaws of the Registrant (currently in effect)
	3.4		Form of Amended and Restated Certificate of Incorporation of the Registrant (to be effective upon the closing of this offering)
	3.5		Form of Amended and Restated Bylaws of the Registrant (to be effective upon the closing of this offering)
	4.1		Specimen Stock Certificate evidencing the shares of common stock
	5.1		Opinion of Latham & Watkins LLP
	10.1.1	†	First Lien Credit Agreement, dated as of April 20, 2012, among PG Holdco, LLC, as parent guarantor, PGA Holdings, Inc., as borrower, the several lenders and issuing lenders from time to time parties thereto, and Barclays Bank, PLC, as administrative agent
	10.1.2	†	Amendment No. 1 to First Lien Credit Agreement, dated as of February 14, 2013, among PG Holdco, LLC, as parent guarantor, PGA Holdings, Inc., as borrower, Barclays Bank, PLC, as administrative agent, and the required lenders party thereto
	10.1.3	†	Amendment No. 2 to First Lien Credit Agreement, dated as of May 9, 2013, among PG Holdco, LLC, as parent guarantor, PGA Holdings, Inc., as borrower, certain subsidiaries of PGA Holdings, Inc., as subsidiary guarantors, Barclays Bank, PLC, as administrative agent, and the lenders party thereto
	10.1.4	†	Amendment No. 3 to First Lien Credit Agreement, dated as of June 17, 2013, among PG Holdco, LLC, as parent guarantor, PGA Holdings, Inc., as borrower, certain subsidiaries of PGA Holdings, Inc., as subsidiary guarantors, Barclays Bank, PLC, as administrative agent, and the required lenders party thereto
	10.1.5	†	Amendment No. 4 to First Lien Credit Agreement, dated as of May 9, 2014, among PG Holdco, LLC, as parent guarantor, PGA Holdings, Inc., as borrower, certain subsidiaries of PGA Holdings, Inc., as subsidiary guarantors, Barclays Bank, PLC, as administrative agent and fronting lender, and the required lenders party thereto
	10.1.6	†	Amendment No. 5 to First Lien Credit Agreement, dated as of March 16, 2015, among PG Holdco, LLC, as parent guarantor, PGA Holdings, Inc., as borrower, certain subsidiaries of PGA Holdings, Inc., as subsidiary guarantors, Barclays Bank, PLC, as administrative agent and fronting lender, and the required lenders party thereto
	10.2	†	First Lien Guarantee and Collateral Agreement, dated as of April 20, 2012, among PG Holdco, LLC, as parent guarantor, PGA Holdings, Inc., as borrower, certain subsidiaries of PGA Holdings, Inc., as subsidiary guarantors, and Barclays Bank, PLC, as collateral agent
	10.3	†	Second Amended and Restated Securityholders Agreement, dated as of November 9, 2012, by and among PG Holdco, LLC and the other parties thereto
	10.4	†	Ninth Amended and Restated Limited Liability Company Agreement of PG Holdco, LLC
	10.5		Form of Indemnification Agreement
	10.6	†	Management Agreement, dated as of March 12, 2008, by among Vestar Capital Partners, PG Holdco, LLC, PGA Holdings, Inc. and Press Ganey Associates, Inc.
	10.7.1	†	Form of Management Unit Subscription Agreement—Preferred Units and Class A Units

Exhibit Number			Description of Exhibit
	10.7.2	†	Director Form of Management Unit Subscription Agreement—Class A-1 Units
	10.7.3	†	Form of Management Unit Subscription Agreement—Class B Units
	10.8.1	†	Employee Form of Management Unit Grant Agreement—Class A/A-1 Units
	10.8.2	†	Director Form of Management Unit Grant Agreement—Class A Units
	10.8.3	†	Director Form of Management Unit Grant Agreement—Class A-1 Units
	10.8.4	†	Employee Form of Management Unit Grant Agreement—Class C Units
	10.9.1		Press Ganey Holdings, Inc. 2015 Incentive Award Plan
	10.9.2		Form of Option Agreement under the 2015 Incentive Award Plan
	10.9.3		Form of Restricted Stock Agreement under the 2015 Incentive Award Plan
	10.9.4		Form of Restricted Stock Unit Agreement under the 2015 Incentive Award Plan
	10.10.1		Amended and Restated Employment Agreement, dated April 10, 2015, by and among PGA Holdings, Inc., Press Ganey Associates, Inc. and Patrick T. Ryan
	10.10.2	†	Amended and Restated Employment Agreement, dated April 10, 2015, by and between Press Ganey Associates, Inc. and Joseph Greskoviak
	10.10.3	†	Offer Letter, dated March 28, 2014, by and between Press Ganey Associates, Inc. and Matthew Hallgren
	10.10.4	†	Letter Agreement, dated October 28, 2014, by and between Press Ganey Associates, Inc. and Matthew Hallgren
	10.10.5	†	Employment Agreement, effective November 4, 2013, by and between Press Ganey Associates, Inc. and Suda Suvarna
	10.10.6	†	Employment Agreement, effective May 21, 2012, by and between Press Ganey Associates, Inc. and Patricia Cmielewski
	10.10.7	†	Amended and Restated Employment Agreement, effective April 10, 2015, by and between Press Ganey Associates, Inc. and Devin Anderson
	10.11		Form of Termination of Management Agreement
	10.12		Form of Registration Rights Agreement
	10.13		Press Ganey Holdings, Inc. Non-Employee Director Compensation Program
	10.14		Press Ganey Holdings, Inc. Form of Restricted Stock Agreement for Legacy Class A and Class A-1 Common Units
	10.15		Press Ganey Holdings, Inc. Form of Restricted Stock Agreement for Legacy Class B Common Units
	21.1		List of Subsidiaries of the Registrant
	23.1		Consent of Ernst & Young LLP
	23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
	24.1	†	Power of Attorney (included on signature page of this registration statement)

†

Previously filed.

EX-1.1

Exhibit 1.1

[•] Shares

PRESS GANEY HOLDINGS, INC.

Common Stock

UNDERWRITING AGREEMENT

[•], 2015

BARCLAYS CAPITAL INC.

GOLDMAN, SACHS & CO.,

As Representatives of the several

Underwriters named in Schedule I attached hereto,

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell [•] shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to [•] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

Section 1.  Representations and Warranties of the Company.  The Company represents and warrants that:

(a)A registration statement on Form S-1 (File No.333-[•]) relating to the Stock has (i) been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) been filed with the Commission under the Securities Act; and (iii) become effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Company to you as the representatives (the “Representatives”) of the Underwriters. As used in this Agreement:

(i)“Applicable Time” means [•] [p.m.] (New York City time) on [•], 2015;

(ii)“Effective Date” means the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, was declared effective by the Commission;

(iii)“Issuer Free Writing Prospectus” means each “issuer free writing prospectus” (as defined in Rule 433(h) under the Securities Act);

(iv)“Preliminary Prospectus” means any preliminary prospectus relating to the Stock included in the Registration Statement or filed with the Commission pursuant to Rule 424(b) under the Securities Act;

(v)“Pricing Disclosure Package” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with the information included in Schedule III hereto and each Issuer Free Writing Prospectus filed or used by the Company on or before the Applicable Time, other than a road show that is an Issuer Free Writing Prospectus but is not required to be filed under Rule 433 under the Securities Act;

(vi)“Prospectus” means the final prospectus relating to the Stock, as filed with the Commission pursuant to Rule 424(b) under the Securities Act;

(vii)“Registration Statement” means the registration statement, as amended as of the Effective Date, relating to the offering, issuance and sale of the Stock, including any Preliminary Prospectus or the Prospectus, all exhibits to such registration statement and including the information deemed by virtue of Rule 430A under the Securities Act to be part of such registration statement as of the Effective Date;

(viii)“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act; and

(ix)“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) under the Securities Act prior to or on the date hereof. Any registration statement filed pursuant to Rule 462(b) under the Securities Act is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or threatened by the Commission.

(b)From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any Person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and will be an “emerging

2

growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).

(c)The Company (i) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed on Schedule VI hereto.

(d)The Company was not at the time of initial filing of the Registration Statement and at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Stock, is not on the date hereof and will not be on the applicable Delivery Date, an “ineligible issuer” (as defined in Rule 405 under the Securities Act).

(e)The Registration Statement conformed and will conform in all material respects on the Effective Date and on the applicable Delivery Date, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act and the rules and regulations thereunder. The most recent Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) under the Securities Act and on the applicable Delivery Date to the requirements of the Securities Act and the rules and regulations thereunder.

(f)The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

(g)The Prospectus will not, as of its date or as of the applicable Delivery Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

3

(h)The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

(i)Each Issuer Free Writing Prospectus listed in Schedule IV hereto, when taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from such Issuer Free Writing Prospectus listed in Schedule IV hereto in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e).

(j)Each Written Testing-the-Waters Communication did not, as of the Applicable Time, when taken together with the Pricing Disclosure Package, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from such Written Testing-the-Waters Communication listed on Schedule VI hereto in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e); and the Company has filed publicly on EDGAR at least 21 calendar days prior to any “road show” (as defined in Rule 433 under the Securities Act), any confidentially submitted registration statement and registration statement amendments relating to the offer and sale of the Stock. Each Written Testing-the-Waters Communications did not, as of the Applicable Time, and at all times through the completion of the public offer and sale of the Stock will not, include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus.

(k)Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the rules and regulations thereunder on the date of first use, and the Company has complied with all prospectus delivery and any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act and rules and regulations thereunder. The Company has not made any offer relating to the Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives, [except as set forth on Schedule V hereto]. The Company has retained in accordance with the Securities Act and the rules and regulations thereunder all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities Act and the rules and regulations thereunder. The Company has taken all actions necessary so that

4

any “road show” (as defined in Rule 433(h) under the Securities Act) in connection with the offering of the Stock will not be required to be filed pursuant to the Securities Act and the rules and regulations thereunder.

(l)The Company and each of its subsidiaries have been duly organized, are validly existing and in good standing as a corporation or other business entity under the laws of their respective jurisdictions of organization and are duly qualified to do business and in good standing as a foreign corporation or other business entity in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified or in good standing would not, in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties, business or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”). The Company and each of its subsidiaries have all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged, as described in the Pricing Disclosure Package. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Exhibit 21.1 to the Registration Statement.

(m)The Company has an authorized capitalization as set forth in each of the most recent Preliminary Prospectus and the Prospectus under the heading “Capitalization,” and all of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, conform in all material respects to the description thereof contained in the most recent Preliminary Prospectus and were issued in compliance with federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock, if any, have been duly authorized and validly issued, conform to the description thereof contained in the most recent Preliminary Prospectus and were issued in compliance with federal and state securities laws. All of the issued shares of capital stock or other ownership interest of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for (i) liens arising under or in connection with the First Lien Credit Agreement, dated April 20, 2012 (as amended, the “First Lien Credit Agreement”) among PG Holdco, LLC, as parent guarantor, Press Ganey Holdings, Inc., as borrower, the several lenders and the issuing lenders from time to time parties thereto, Barclays Bank PLC, as administrative agent and collateral agent, and Barclays Bank PLC and Goldman Sachs Lending Partners LLC, as joint bookrunners and (ii) such liens, encumbrances, equities or claims as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(n)The shares of the Stock to be issued and sold by the Company to the Underwriters hereunder have been duly authorized and, upon payment and delivery in accordance with this Agreement, will be validly issued, fully paid and non-assessable, will conform in all material respects to the description thereof contained in the most recent

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Preliminary Prospectus, will be issued in compliance with federal and state securities laws and will be free of statutory and contractual preemptive rights, rights of first refusal and similar rights.

(o)The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company.

(p)The issuance and sale of the Stock, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby and the application of the proceeds from the sale of the Stock as described under “Use of Proceeds” in the most recent Preliminary Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Company and its subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or any of its subsidiaries; or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets, except, with respect to clauses (i) and (iii), conflicts, breaches, impositions, violations or defaults that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q)No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets is required for the issuance and sale of the Stock as described in the Pricing Disclosure Package, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Stock as described under “Use of Proceeds” in the most recent Preliminary Prospectus, except for (i) the registration of the Stock under the Securities Act and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable state securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the purchase and sale of the Stock by the Underwriters and (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications that, if not obtained, have not or would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(r)The historical financial statements (including the related notes and supporting schedules) included in the most recent Preliminary Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby at the dates and for the periods indicated and have

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been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods involved. The assumptions used in preparing the pro forma and the pro forma as adjusted financial data of the Company included in the most recent Preliminary Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma and pro forma as adjusted adjustments give appropriate effect to those assumptions, and the pro forma and pro forma as adjusted data reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

(s)Ernst & Young LLP, who has certified certain financial statements of the Company and its consolidated subsidiaries, whose report appears in the most recent Preliminary Prospectus and who has delivered the initial letter referred to in Section 7(g) hereof, is an independent public accounting firm as required by the Securities Act and the rules and regulations thereunder.

(t)The Company and each of its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of the date of the most recent balance sheet of the Company and its consolidated subsidiaries reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, there were no material weaknesses in the Company’s internal controls.

(u)(i) The Company and each of its subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), (ii) such disclosure controls and procedures are designed to ensure that the information is accumulated and communicated to management of the Company and its subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate, and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.

(v)Since the date of the most recent balance sheet of the Company and its consolidated subsidiaries reviewed or audited by Ernst & Young LLP and the audit committee of the board of directors of the Company, (i) the Company has not been advised of or become aware of (A) any significant deficiencies in the design or operation of internal controls that could adversely affect the ability of the Company or any of its subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls, and (B) any

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fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its subsidiaries; and (ii) there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

(w)The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” set forth in the most recent Preliminary Prospectus accurately and fully describes (i) the accounting policies that the Company believes are the most important in the portrayal of the Company’s financial condition and results of operations and that require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies “); (ii) the judgments and uncertainties affecting the application of Critical Accounting Policies; and (iii) the likelihood that materially different amounts would be reported under different conditions or using different assumptions and an explanation thereof.

(x)There is and has been no material failure on the part of the Company and, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith applicable to the Company or its directors or officers.

(y)Except as described in the most recent Preliminary Prospectus, since the date of the latest audited financial statements included in the most recent Preliminary Prospectus, neither the Company nor any of its subsidiaries has (i) sustained any material loss or material interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, (ii) issued or granted any securities, (iii) incurred any material liability or material obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (iv) entered into any material transaction not in the ordinary course of business or (v) declared or paid any dividend on its capital stock; since the date of the latest audited financial statements included in the most recent Preliminary Prospectus, there has not been (i) any change in the capital stock, partnership or limited liability interests, as applicable, or long-term debt of the Company or any of its subsidiaries or (ii) any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties or business of the Company and its subsidiaries taken as a whole, except any change, with respect to clauses (i) and (ii) above, as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(z)The Company and each of its subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title to all personal property owned by them that are material to the conduct of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects, except for liens arising under or in connection with the First Lien Credit Agreement and such liens, encumbrances and defects as are described in the most recent Preliminary Prospectus or such as do not materially affect the

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value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries. All assets held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made and proposed to be made of such assets by the Company and its subsidiaries or would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(aa)The Company and each of its subsidiaries have such permits, licenses, patents, franchises and other approvals or authorizations of governmental or regulatory authorities (“Permits “) as are necessary under applicable law to own their properties and conduct their businesses in the manner described in the most recent Preliminary Prospectus, except for any of the foregoing that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each of its subsidiaries have fulfilled and performed all of its obligations with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received written notice of any revocation or modification of any such Permits or has any reason to believe that any such Permits will not be renewed in the ordinary course, except for any of the foregoing that would not reasonably be expected to have a Material Adverse Effect.

(bb)The Company and each of its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, know-how, software, systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses. None of the Company nor any of its subsidiaries has received any written notice, or is otherwise actually aware, of any infringement of or conflict with the rights of any third-party with respect to any of the foregoing, which infringement or conflict, if the subject of an unfavorable decision, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(cc)Except as described in the most recent Preliminary Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject that would, in the aggregate, reasonably be expected to have a Material Adverse Effect or would, in the aggregate, reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of the transactions contemplated hereby; and to the Company’s knowledge, no such proceedings are threatened by governmental authorities or others.

(dd)There are no contracts or other documents required under the Securities Act to be described in the Registration Statement or the most recent Preliminary Prospectus or filed as exhibits to the Registration Statement, that are not described and, if applicable, filed as

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required. The statements made in the most recent Preliminary Prospectus, insofar as they purport to constitute summaries of the terms of the contracts and other documents described and, if applicable, filed, constitute accurate summaries of the terms of such contracts and documents in all material respects.

(ee)The statements made in the most recent Preliminary Prospectus under the captions “Risk Factors—Government regulation may subject us to liability or require us to change the way we do business,” Risk Factors—If we fail to comply with current or future laws or regulations governing the collection, dissemination, use and confidentiality of patient health information, our business could suffer” and “Business—Government Regulation,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects.

(ff)Except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its subsidiaries carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is reasonably adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries.  Neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

(gg)No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is required to be described in the most recent Preliminary Prospectus which is not so described.

(hh)Except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, no labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent.

(ii)Neither the Company nor any of its subsidiaries (i) is in violation of its charter or by-laws (or similar organizational documents), (ii) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, or (iii) is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (ii)

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and (iii), to the extent any such conflict, breach, violation or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(jj)Except as described in the most recent Preliminary Prospectus, (i) there are no proceedings that are pending, or known to be contemplated, against the Company or any of its subsidiaries under any laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional or local authority, relating to pollution, the protection of human health or safety, the environment or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws “) in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (ii) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would, in the aggregate, reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (iii) none of the Company and its subsidiaries anticipates material capital expenditures relating to Environmental Laws.

(kk)The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due, and, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, no tax deficiency has been determined adversely to the Company or any of its subsidiaries, nor does the Company have any knowledge of any tax deficiencies that have been, or would reasonably be expected to be asserted against the Company, that would, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ll)Except, in each case, for any such matter as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA “)) for which the Company or any of its subsidiaries could have any liability, whether absolute or contingent (each a “Plan “), has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Internal Revenue Code of 1986, as amended (the “Code “); (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA, (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur, excluding any events for which notice to the Pension Benefit Guaranty Corporation is not required, (B) no failure to meet the minimum funding standard of Section 412 or 430 of the Code or Section 302 or 303 of ERISA (whether or not waived), failure

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to make by its due date a required installment under Section 430(j) of the Code or failure to make any required contribution to a “multiemployer plan” (within the meaning of Section 4001(c)(3) of ERISA) has occurred or is reasonably expected to occur, (C) the fair market value of assets under each such Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan), (D) no lien described in Section 303(k) of ERISA or Section 430(k) of the Code has been imposed or is reasonably expected to be imposed with respect to such Plan, (E) neither the Company nor any member of its “Controlled Group” (defined as any person, trade, business, entity or other organization (whether or not incorporated) which is treated as a single employer with the Company or any of its subsidiaries under Section 414 of the Code) has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a multiemployer plan), and (F) no Plan is, or is expected to be, in “at risk” status under Section 430 of the Code or Section 303 of ERISA or in “critical” or “endangered” status under Section 432 of the Code or Section 305 of ERISA; and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service and, to the knowledge of the Company, nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

(mm)The statistical and market-related data included in the most recent Preliminary Prospectus and the consolidated financial statements of the Company and its subsidiaries included in the most recent Preliminary Prospectus are based on or derived from sources that the Company believes to be reliable in all material respects.

(nn)Neither the Company nor any of its subsidiaries is, and as of the applicable Delivery Date and, after giving effect to the offer and sale of the Stock and the application of the proceeds therefrom as described under “Use of Proceeds” in the most recent Preliminary Prospectus and the Prospectus, none of them will be, an “investment company” or a company “controlled” by an “investment company” required to register as such under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations of the Commission thereunder.

(oo)The statements set forth in each of the most recent Preliminary Prospectus and the Prospectus under the captions “Description of Capital Stock,” “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders,” and “Underwriting,” insofar as they purport to summarize the provisions of the laws and documents referred to therein, are accurate summaries of the provisions of such laws and documents in all material respects.

(pp)Except as described in the most recent Preliminary Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration

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Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act.

(qq)Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or the Underwriters for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Stock.

(rr)The Company has not sold or issued any securities that would be integrated with the offering of the Stock contemplated by this Agreement pursuant to the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.

(ss)The Company and its affiliates have not taken, directly or indirectly, any action designed to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the shares of the Stock.

(tt)The Stock has been approved for listing, subject to official notice of issuance and evidence of satisfactory distribution on, the New York Stock Exchange.

(uu)The Company has not distributed and, prior to the later to occur of any Delivery Date and completion of the distribution of the Stock, will not distribute any offering material in connection with the offering and sale of the Stock other than any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus to which the Representatives have consented in accordance with Section 1(i) or Section 5(a)(vi) and any Issuer Free Writing Prospectus set forth on Schedule IV hereto and, in connection with the Directed Share Program described in Section 4, the enrollment materials prepared by Barclays Capital Inc. on behalf of the Company.

(vv)Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, has in the course of its actions for, or on behalf of, the Company or any of its subsidiaries: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”) or employee from corporate funds; (iii) violated or is in violation of any provision of the FCPA, U.K. Bribery Act 2010, as amended, or any other applicable anti-bribery statute or regulation; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee; and the Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates have conducted their respective businesses in compliance with the FCPA, U.K. Bribery Act 2010, and all other applicable anti-bribery statutes and regulations, and have instituted and maintain policies and procedures

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designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(ww)The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(xx)Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is (i) currently subject to or the target of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the U.S. Department of State, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”); or (ii) located, organized or resident in a country that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan, and Syria); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person, or in any country or territory, that currently is the subject or target of Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. The Company and its subsidiaries have not knowingly engaged in for the past five years, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions.

(yy)None of the Directed Shares distributed in connection with the Directed Share Program (each as defined in Section 4) will be offered or sold outside of the United States.

(zz)The Company has not offered, or caused Barclays Capital Inc. to offer, Stock to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company or (ii) a trade journalist or publication to write or publish favorable information about the Company, its business or its products.

(aaa)Neither the Company nor any of its subsidiaries is a “Covered Entity” (as such capitalized term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and the regulations promulgated thereunder (collectively, “HIPAA”)).

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(bbb)The Company and its subsidiaries comply and have implemented all measures required so as to comply with their obligations under HIPAA, including but not limited to the obligations as a “Business Associate” of their “Covered Entity” customers (as such capitalized terms are defined by HIPAA), including those obligations of the privacy and security regulations promulgated under HIPAA that are applicable to a Business Associate, except for any instances of non-compliance that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. With respect to any HIPAA regulatory requirements, including any contractual privacy and security commitments relating to “Protected Health Information” (as that term is defined by HIPAA), for which compliance by the Company or any of its subsidiaries with HIPAA is required (collectively, the “HIPAA Commitments”):

(i)the Company and its subsidiaries are in compliance with the HIPAA Commitments;

(ii)the transactions contemplated by this Agreement will not violate any of the HIPAA Commitments;

(iii)the Company and its subsidiaries have not received written inquiries from the U.S. Department of Health and Human Services or any other Governmental Entity claiming non-compliance with the HIPAA Commitments; and

(iv)no applicable certification organization that has reviewed the Company’s or any of their subsidiaries HIPAA Commitments have rejected the Company’s or any of its subsidiaries’ application for certification, except in the case of clauses (i) through (iv), as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

(ccc)To the extent required under HIPAA, the Company and its subsidiaries have either entered into or made reasonable and good faith efforts to enter into valid, written (i) Business Associate agreements with all customers that are Covered Entities and (ii) Subcontractor (as that term is defined by HIPAA) Business Associate agreements, as applicable, with all Subcontractors, including contractors, agents, vendors, suppliers, and service providers that have performance obligations with respect to the Company’s customers that are Covered Entities, except for any such failure to do so that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Stock shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

Section 2.  Purchase of the Stock by the Underwriters.  On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [•] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the

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number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine.

On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to [•] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock.

The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[•] per share.

The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Section 3.  Offering of Stock by the Underwriters.  Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus.

Section 4.  Delivery of and Payment for the Stock.  Delivery of and payment for the Firm Stock shall be made at [10:00] a.m., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Stock shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

The option granted in Section 2 will expire 30 days after the date of this Agreement and may be exercised in whole or from time to time in part by written notice being given to the Company by the Representatives; provided that if such date falls on a day that is not a business day, the option granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate number of shares of Option Stock as to which the option

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is being exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Each date and time the shares of Option Stock are delivered is sometimes referred to as an “Option Stock Delivery Date”, and the Initial Delivery Date and any Option Stock Delivery Date are sometimes each referred to as a “Delivery Date”.

Delivery of the Option Stock by the Company and payment for the Option Stock by the several Underwriters through the Representatives shall be made at [10:00] a.m., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On each Option Stock Delivery Date, the Company shall deliver or cause to be delivered the Option Stock to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Option Stock being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the account specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Option Stock through the facilities of DTC unless the Representatives shall otherwise instruct.

It is understood that approximately [•] shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the most recent Preliminary Prospectus and in accordance with the rules and regulations of FINRA to persons having business relationships with the Company and its subsidiaries who have heretofore delivered to Barclays Capital Inc. offers or indications of interest to purchase shares of Firm Stock in form satisfactory to Barclays Capital Inc. (such program, the “Directed Share Program”) and that any allocation of such Firm Stock among such persons will be made in accordance with timely directions received by Barclays Capital Inc. from the Company; provided that under no circumstances will Barclays Capital Inc. or any Underwriter be liable to the Company or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program.  It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by 9:30 A.M., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus.

The Company agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.

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Section 5.  Agreements of the Company and the Underwriters.  (a)  The Company agrees:

(i)To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Delivery Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal.

(ii)Upon written request, to furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.

(iii)To deliver promptly to the Representatives such number of the following documents as the Representatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus and (C) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required at any time after the date hereof in connection with the offering or sale of the Stock or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an

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amended or supplemented Prospectus that will correct such statement or omission or effect such compliance.

(iv)To file as promptly as practicable with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission.

(v)Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus, to furnish a copy thereof to the Representatives and counsel for the Underwriters and not to file any such amendment or supplement to which the Representatives reasonably object.

(vi)Not to make any offer relating to the Stock that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives.

(vii)To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance.

(viii)As soon as practicable after the Effective Date (it being understood that the Company shall have until at least 410 days or, if the fourth quarter following the fiscal quarter that includes the Effective Date is the last fiscal quarter of the Company’s fiscal year, 455 days after the end of the Company’s current fiscal quarter), to make generally available to the Company’s security holders and to deliver to the Representatives (or make available through the Commission’s Electronic Data Gathering, Analysis and Retrieval System) an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158 under the Securities Act); provided that such requirements shall be deemed met by the Company’s compliance with its reporting requirements pursuant to the Exchange Act if such compliance satisfies the conditions of Rule 158 and the Company’s reports pursuant to the Exchange Act are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

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(ix)Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of Canada and such other jurisdictions as the Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Stock; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject.

(x)For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (B) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (C) file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company (other than any registration statement on Form S-8), or (D) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc. and Goldman, Sachs & Co., on behalf of the Underwriters, and to cause each stockholder, officer and director of the Company set forth on Schedule II hereto furnish to the Representatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”).

(xi)The restrictions contained in the preceding paragraph shall not apply to (a) the shares of Common Stock to be sold pursuant to this Agreement, (b) the transfer or distribution of shares of Common Stock by PG Holdco, LLC to its equity holders prior to the Initial Delivery Date as described in the Pricing Disclosure Package, (c) the issuance of shares of Common Stock upon the exercise or settlement of options or other securities convertible into or exchangeable for Common Stock granted under stock-based compensation plans in effect on the date hereof and described in the most recent Preliminary Prospectus, (d) the grant by the Company of awards to employees and directors under stock-based compensation plans in effect on the date hereof and described in the most recent Preliminary Prospectus, (e) the issuance of shares of Common Stock or securities convertible into or exchangeable for Common Stock in connection with an acquisition, investment or other transaction by the Company or any of its subsidiaries of the securities, businesses, properties or other assets of another person or entity or in connection with joint ventures, commercial relationships or other strategic transactions, provided that, in the case of clause (d), the aggregate number of shares issued in all such

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acquisitions, investments and transactions does not exceed 5% of the outstanding common stock of the Company immediately following the consummation of the offering of the Firm Stock and any recipient of such securities shall execute and deliver to Barclays Capital Inc. and Goldman, Sachs & Co. a lock-up letter substantially to the effect set forth in Exhibit A, or (f) the filing by the Company with the Commission of any Registration Statement on Form S-8 relating to any shares that have been or may be issued pursuant to clauses (a), (b) and (c) above.

(xii)If Barclays Capital Inc. and Goldman, Sachs & Co., in their discretion, agree to release or waive the restrictions set forth in a Lock-Up Agreement for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by issuing a press release substantially in the form of Exhibit B hereto, and containing such other information as Barclays Capital Inc. and Goldman, Sachs & Co. may require with respect to the circumstances of the release or waiver and/or the identity of the officer(s) and/or director(s) with respect to which the release or waiver applies, through a major news service at least two business days before the effective date of the release or waiver.

(xiii)To apply the net proceeds from the sale of the Stock being sold by the Company substantially in accordance with the description as set forth in the Prospectus under the caption “Use of Proceeds.”

(xiv)To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Securities Act.

(xv)If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) under the Securities Act by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing pay the Commission the filing fee for the Rule 462(b) Registration Statement.

(xvi)In connection with the Directed Share Program, to ensure that the Directed Shares will be restricted from sale, transfer, assignment, pledge or hypothecation to the same extent as sales and dispositions of Common Stock are restricted pursuant to Section 5(a)(x), and Barclays Capital Inc. will notify the Company as to which Directed Share Participants will need to be so restricted.  At the request of Barclays Capital Inc., the Company will direct the transfer agent to place stop transfer restrictions upon such securities for such period of time as is consistent with Section 5(a)(x).

(xvii)The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (A) the time when a prospectus relating to the offering or sale of the Stock or any other securities relating thereto is not required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) and (B) completion of the Lock-Up Period.

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(xviii)If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. The Company will promptly notify the Representatives of (A) any distribution by the Company of Written Testing-the-Waters Communications and (B) any request by the Commission for information concerning the Written Testing-the-Waters Communications.

(xix)The Company and its affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock.

(xx)The Company will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Stock.

(b)Each Underwriter severally agrees that such Underwriter shall not include any “issuer information” (as defined in Rule 433 under the Securities Act) in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by such Underwriter without the prior consent of the Company (any such issuer information with respect to whose use the Company has given its consent, “Permitted Issuer Information”);  provided that (i) no such consent shall be required with respect to any such issuer information contained in any document filed by the Company with the Commission prior to the use of such free writing prospectus, and (ii) “issuer information,” as used in this Section 5(b), shall not be deemed to include information prepared by or on behalf of such Underwriter on the basis of or derived from issuer information.

Section 6.  Expenses.  The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all expenses, costs, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, and any amendment or supplement thereto, all as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental agreement among Underwriters, and any other related documents in connection with the offering, purchase, sale

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and delivery of the Stock; (e) any required review by FINRA of the terms of sale of the Stock (including related reasonable fees and expenses of counsel to the Underwriters); (f) the listing of the Stock on the New York Stock Exchange and/or any other exchange; (g) the qualification of the Stock under the securities laws of the several jurisdictions as provided in Section 5(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related reasonable fees and expenses of counsel to the Underwriters); (h) the preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, including in the form of a Canadian “wrapper” (including related fees and expenses of Canadian counsel to the Underwriters); (i) the offer and sale of shares of the Stock by the Underwriters in connection with the Directed Share Program, including the reasonable fees and disbursements of counsel to the Underwriters related thereto, the costs and expenses of preparation, printing and distribution of the Directed Share Program material and all stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program; (j) the investor presentations on any “road show” or any Testing-the-Waters Communications, undertaken in connection with the marketing of the Stock, including, without limitation, expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Company and one half of the cost of any aircraft chartered in connection with the road show; and (k) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement;  provided that the Company shall not be responsible for any fees and expenses of counsel to the Underwriters under clauses (e) and (g) above that exceed $25,000 in the aggregate;  provided, further that except as provided in this Section 6 and in Section 11, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Stock which they may sell and the expenses of advertising any offering of the Stock made by the Underwriters.

Section 7.  Conditions of Underwriters’ Obligations.  The respective obligations of the Underwriters hereunder are subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions:

(a)The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a)(i). The Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus or otherwise shall have been complied with. If the Company has elected to rely upon Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement.

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(b)No Underwriter shall have discovered and disclosed to the Company on or prior to such Delivery Date that the Registration Statement, the Prospectus or the Pricing Disclosure Package, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(c)All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Stock, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

(d)Latham & Watkins LLP shall have furnished to the Representatives its written opinion, as counsel to the Company, addressed to the Underwriters and dated such Delivery Date, in the form agreed upon by Latham & Watkins LLP and the Representatives.

(e)The Representatives shall have received from Simpson Thacher & Bartlett LLP, counsel for the Underwriters, such opinion or opinions, dated such Delivery Date, with respect to the issuance and sale of the Stock, the Registration Statement, the Prospectus and the Pricing Disclosure Package and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(f)Devin Anderson, General Counsel and Corporate Secretary of the Company, shall have furnished to the Representatives his written opinion, dated such Delivery Date, in the form agreed upon by him and the Representatives.

(g)At the time of execution of this Agreement, the Representatives shall have received from Ernst & Young LLP a letter, in form and substance satisfactory to the Representatives, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent Preliminary Prospectus, as of a date not more than three business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings.

(h)With respect to the letter of Ernst & Young LLP referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Representatives a letter

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(the “bring-down letter”) of such accountants, addressed to the Underwriters and dated such Delivery Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three business days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter, and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter.

(i)The Company shall have furnished to the Representatives certificates of its Chief Financial Officer, dated the date of this Agreement and the Delivery Date, in form and substance satisfactory to the Representatives, covering certain financial information contained in the Registration Statement.

(j)The Company shall have furnished to the Representatives a certificate, dated such Delivery Date, of its Chief Executive Officer and its Chief Financial Officer as to such matters as the Representatives may reasonably request, including, without limitation, a statement:

(i)That the representations and warranties of the Company in Section 1 are true and correct on and as of such Delivery Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such Delivery Date;

(ii)That no stop order suspending the effectiveness of the Registration Statement has been issued; and no proceedings or examination for that purpose have been instituted or, to the knowledge of such officers, threatened;

(iii)That they have examined the Registration Statement, the Prospectus and the Pricing Disclosure Package, and, in their opinion, (A) (1) the Registration Statement, as of the Effective Date, (2) the Prospectus, as of its date and on the applicable Delivery Date, and (3) the Pricing Disclosure Package, as of the Applicable Time, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading, and (B) since the Effective Date, no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus that has not been so set forth; and

(iv)To the effect of Section 7(k) (provided that no representation with respect to the judgment of the Representatives need be made).

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(k)Except as described in the most recent Preliminary Prospectus, (i) neither the Company nor any of its subsidiaries shall have sustained, since the date of the latest audited financial statements included in the most recent Preliminary Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties or business of the Company and its subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is, individually or in the aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Stock being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

(l)Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) (A) trading in securities generally on any securities exchange that has registered with the Commission under Section 6 of the Exchange Act (including the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market), or (B) trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such) or any other calamity or crisis either within or outside the United States, as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering or delivery of the Stock being delivered on such Delivery Date on the terms and in the manner contemplated in the Prospectus.

(m)The New York Stock Exchange shall have approved the Stock for listing, subject only to official notice of issuance and evidence of satisfactory distribution.

(n)The Lock-Up Agreements between the Representatives and the officers, directors and stockholders of the Company set forth on Schedule II, delivered to the Representatives on or before the date of this Agreement, shall be in full force and effect on such Delivery Date.

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(o)On or prior to each Delivery Date, the Company shall have furnished to the Underwriters such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

Section 8.  Indemnification and Contribution.

(a)The Company hereby agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Stock), to which that Underwriter, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the most recent Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or in any amendment or supplement thereto, (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used or referred to by any Underwriter, or (D) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Stock, including any “road show” (as defined in Rule 433 under the Securities Act) not constituting an Issuer Free Writing Prospectus and any Written Testing-the-Waters Communication (“Marketing Materials”), or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information or any Marketing Materials, any material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Underwriter and each such affiliate, director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, affiliate, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred;  provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted Issuer Information or any Marketing Materials, in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 8(e). The foregoing indemnity agreement is in

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addition to any liability which the Company may otherwise have to any Underwriter or to any affiliate, director, officer, employee or controlling person of that Underwriter.

(b)Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Marketing Materials, any material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for inclusion therein, which information is limited to the information set forth in Section 8(e). The foregoing indemnity agreement is in addition to any liability that any Underwriter may otherwise have to the Company or any such director, officer, employee or controlling person.

(c)Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, promptly notify the indemnifying party in writing of the claim or the commencement of that action; provided ,  however , that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights and defenses) by such failure and,  provided ,  further , that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation;  provided, however , that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity

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may be sought under this Section 8 if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and representation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8(c), the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request, and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement.

(d)If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 8(a), 8(b) or 8(c) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other, from the offering of the Stock, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as

29

well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand, and the Underwriters, on the other, with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Stock purchased under this Agreement (before deducting expenses) received by the Company, as set forth in the table on the cover page of the Prospectus, on the one hand, and the total underwriting discounts and commissions received by the Underwriters with respect to the shares of the Stock purchased under this Agreement, as set forth in the table on the cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 8(d) shall be deemed to include, for purposes of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(d), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Stock exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute as provided in this Section 8(d) are several in proportion to their respective underwriting obligations and not joint.

(e)The Underwriters severally confirm and the Company acknowledge and agree that the statements regarding delivery of shares by the Underwriters set forth on the cover page of, and the concession and reallowance figures and the paragraphs relating to stabilization, short positions and penalty bids by the Underwriters appearing under the caption “Underwriting” in, the most recent Preliminary Prospectus and the Prospectus are correct and constitute the only information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Marketing Materials.

(f)The Company shall indemnify and hold harmless Barclays Capital Inc. (including its affiliates, directors, officers and employees) and each person, if any, who controls Barclays Capital Inc. within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (“Barclays Entities”), from and against any loss, claim, damage or liability or any action in respect thereof to which any of the Barclays Entities may become subject, under the

30

Securities Act or otherwise, insofar as such loss, claim, damage, liability or action (i) arises out of, or is based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the approval of the Company for distribution to Directed Share Participants in connection with the Directed Share Program or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) arises out of, or is based upon, the failure of the Directed Share Participant to pay for and accept delivery of Directed Shares that the Directed Share Participant agreed to purchase, or (iii) is otherwise related to the Directed Share Program; provided that the Company shall not be liable under this clause (iii) for any loss, claim, damage, liability or action that is determined in a final judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Barclays Entities.  The Company shall reimburse the Barclays Entities promptly upon demand for any legal or other expenses reasonably incurred by them in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred.

Section 9.  Defaulting Underwriters.

(a)If, on any Delivery Date, any Underwriter defaults in its obligations to purchase the Stock that it has agreed to purchase under this Agreement, the remaining non-defaulting Underwriters may in their discretion arrange for the purchase of such Stock by the non-defaulting Underwriters or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Stock, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Stock on such terms. In the event that within the respective prescribed periods, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Stock, or the Company notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Stock, either the non-defaulting Underwriters or the Company may postpone such Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus or in any such other document or arrangement that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Stock that a defaulting Underwriter agreed but failed to purchase.

(b)If, after giving effect to any arrangements for the purchase of the Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the total number of shares of the Stock that remains unpurchased does not exceed one-eleventh of the total number of shares of all the Stock, then the Company shall have the right to require each non-defaulting Underwriter to purchase the total number of shares of Stock that such Underwriter agreed to purchase hereunder plus such

31

Underwriter’s pro rata share (based on the total number of shares of Stock that such Underwriter agreed to purchase hereunder) of the Stock of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided  that the non-defaulting Underwriters shall not be obligated to purchase more than 110% of the total number of shares of Stock that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.

(c)If, after giving effect to any arrangements for the purchase of the Stock of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the total number of shares of Stock that remains unpurchased exceeds one-eleventh of the total number of shares of all the Stock, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 6 and Section 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.

(d)Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

Section 10.  Termination.  The obligations of the Underwriters hereunder may be terminated by the Representatives by notice given to and received by the Company prior to delivery of and payment for the Firm Stock if, prior to that time, any of the events described in Section 7(k) and Section 7(l) shall have occurred or if the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement.

Section 11.  Reimbursement of Underwriters’ Expenses.  If (a) the Company shall fail to tender the Stock for delivery to the Underwriters for any reason, or (b) the Underwriters shall decline to purchase the Stock for any reason permitted under this Agreement (except as a result of the occurrence of any of the events described in Section 7(l)(i)(A), Section 7(l)(ii), Section 7(l)(iii) or Section 7(l)(iv) hereof or pursuant to Section 9 hereof), the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel for the Underwriters) incurred by the Underwriters in connection with this Agreement and the proposed purchase of the Stock, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters or the purchases of the Stock is not consummated as a result of the occurrence of any of the events described in Section 7(l)(i)(A), Section 7(l)(ii), Section 7(l)(iii) or Section 7(l)(iv) hereof, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

Section 12.  Research Analyst Independence.  The Company acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make

32

statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’ investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

Section 13.  No Fiduciary Duty.  The Company acknowledges and agrees that in connection with this offering, sale of the Stock or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (a) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (b) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Stock, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (d) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waive any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

Section 14.  Notices, etc.  All statements, requests, notices and agreements hereunder shall be in writing, and:

(a)if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to the Representatives, (i) Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; and (ii) Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Registration Department.

(b)if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Devin Anderson, General Counsel and Corporate Secretary, with a copy to Latham & Watkins LLP, John Hancock Tower, 27th Floor, 200 Clarendon Street, Boston, Massachusetts 02116, Attention: Peter Handrinos.

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Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by Barclays Capital Inc. and Goldman, Sachs & Co. on behalf of the Representatives.

Section 15.  Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters and each person or persons, if any, who control any Underwriter within the meaning of Section 15 of the Securities Act, and (b) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the Company, the officers of the Company who have signed the Registration Statement, any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Section 16.  Survival.  The respective indemnities, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Stock and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them.

Section 17.  Definition of the Terms.  “Business Day,” “Affiliate” and “Subsidiary.”  For purposes of this Agreement, (a) “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close, and (b) “affiliate” and “subsidiary” have the meanings set forth in Rule 405 under the Securities Act.

Section 18.  Governing Law.  This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of laws principles (other than Section 5-1401 of the General Obligations Law).

Section 19.  Waiver of Jury Trial.  The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 20.  Counterparts.  This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

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Section 21.  Headings.  The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

Section 22.  Patriot Act.  In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

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If the foregoing correctly sets forth the agreement among the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,
PRESS GANEY HOLDINGS, INC.
By:
	Name:
	Title:

Accepted:
BARCLAYS CAPITAL INC.
GOLDMAN, SACHS & CO.
For themselves and as Representatives
of the several Underwriters named
in Schedule I hereto
By BARCLAYS CAPITAL INC.
By:
	Authorized Representative
By GOLDMAN, SACHS & CO.
By:
	Authorized Representative

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SCHEDULE I

Underwriters	Number of Shares of Firm Stock
Barclays Capital Inc.	[·]
Goldman, Sachs & Co.	[·]
William Blair & Company, L.L.C.	[·]
Wells Fargo Securities, LLC	[·]
Raymond James & Associates, Inc.	[·]
Robert W. Baird & Co. Incorporated	[·]
BMO Capital Markets Corp.	[·]
Avondale Partners, LLC	[·]
Total	[·]

SCHEDULE III

ORALLY CONVEYED PRICING INFORMATION

1.[Public Offering Price Per Share]

2.[Number of Shares Offered]

SCHEDULE IV

ISSUER FREE WRITING PROSPECTUSES — ROAD SHOW MATERIALS

[List of certain “road show” materials]

SCHEDULE V

ISSUER FREE WRITING PROSPECTUS

[List of all “Issuer Free Writing Prospectuses”]

SCHEDULE VI

WRITTEN TESTING-THE-WATERS COMMUNICATIONS

1.  Company presentation dated March 2015 set forth as Exhibit A to Schedule VI.

Exhibit A

[To be inserted]

EXHIBIT A

LOCK-UP LETTER AGREEMENT

BARCLAYS CAPITAL INC.

GOLDMAN, SACHS & CO.,
As Representatives of the several

Underwriters named in Schedule I,

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

The undersigned understands that you and certain other firms (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of shares (the “Stock”) of Common Stock, par value $0.01 per share (the “Common Stock”), of Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), and that the Underwriters propose to reoffer the Stock to the public (the “Offering”).

In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Barclays Capital Inc. and Goldman, Sachs & Co., on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by the undersigned at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other equity securities of the Company, or (4) publicly disclose the intention to do any of the foregoing, in each case specified in clauses (1) through (3) above, for a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus relating to the Offering (such 180-day period, the “Lock-Up Period”).

The foregoing paragraph shall not apply to (a) Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement, (b) transactions relating to shares of Common Stock or other securities acquired in the open market after the date of the completion of the Offering, (c) transfers of shares of Common Stock or any security convertible into Common

1

Stock as bona fide gifts, (d) transfers of shares of Common Stock or any security convertible into Common Stock to an immediate family member (for purposes of this Lock-Up Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) or any trust, limited partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or any immediate family member of the undersigned, (e) any transfer of shares of Common Stock or any security convertible into Common Stock by will or intestate succession upon the death of the undersigned, (f) sales, transfers, distributions or other dispositions of shares of Common Stock or any security convertible into Common Stock to affiliates, subsidiaries, partners (if a partnership), members (if a limited liability company) or stockholders of the undersigned or to any investment fund or other entity controlled by or under common control with the undersigned; provided that it shall be a condition to any transfer pursuant to clauses (b)-(f) above, as applicable, that (i) the transferee/donee of any transfer pursuant to clauses (c)-(f) above agrees to be bound by a lock-up letter substantially in the form of this Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding paragraph) to the same extent as if the transferee/donee were a party hereto, (ii) each party to any transfer pursuant to clause (b) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period, (iii) for the purposes of clauses (c)-(f), if the undersigned is required to file a report under the Exchange Act, the undersigned shall include a statement in such report to the effect that (A) the filing relates to the sale, transfer, distribution, bona fide gift or other disposition of shares of Common Stock, as applicable, or any security convertible into Common Stock to one or more affiliates, subsidiaries, partners (if a partnership), members (if a limited liability company) or stockholders of the undersigned or to any investment fund or other entity controlled by or under common control with the undersigned or to an immediate family member or entity for the direct or indirect benefit of the undersigned or any immediate family member, as applicable, and (B) the new owner of shares of Common Stock or securities convertible into or exercisable or exchange for Common Stock has agreed to be subject to the restrictions contained in this Lock-Up Letter Agreement, and (iv) for any transfer pursuant to clauses (c)-(f), the undersigned notifies Barclays Capital Inc. and Goldman, Sachs & Co. at least two business days prior to the proposed transfer or disposition, (g) the exercise (including cashless exercise) of warrants or the exercise of stock options granted pursuant to the Company’s stock option/incentive plans described in the Prospectus or otherwise outstanding on the date hereof; provided, that the restrictions shall apply to shares of Common Stock issued upon such exercise or conversion, (h) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 (a “Rule 10b5-1 Plan”) under the Exchange Act; provided, however, that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, shall be made pursuant to a Rule 10b5-1 Plan prior to the expiration of the Lock-Up Period (as the same may be extended pursuant to the provisions hereof); provided further, that the Company is not required to report the establishment of such Rule 10b5-1 Plan in any public report or filing with the Commission under the Exchange Act during the Lock-Up Period and does not otherwise voluntarily effect any such public filing or report regarding such Rule 10b5-1

2

Plan, (i) any demands or requests for, exercise any right with respect to, or take any action in preparation of, the registration by the Company under the Act of the undersigned’s shares of Common Stock, provided that no transfer of the undersigned’s shares of Common Stock registered pursuant to the exercise of any such right and no registration statement shall be filed under the Act with respect to any of the undersigned’s shares of Common Stock during the Lock-Up Period, (j) any transfer pursuant to a bona fide third party tender offer made to all holders of the Common Stock, merger, consolidation or other similar transaction involving a change of control (as defined below) of the Company, including voting in favor of any such transaction or taking any other action in connection with such transaction, (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the undersigned shall remain subject to the restrictions contained in this Lock-Up Letter Agreement), (k) transfers to the Company for the purpose of satisfying any tax withholding obligations (including estimated taxes) due as a result of the exercise of options or as a result of the vesting of or upon the receipt of equity awards held by the undersigned, provided, however, that for purposes of this clause (k), if the undersigned is required to file a report under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock to the Company by the undersigned solely to satisfy tax withholding obligations, the undersigned shall include a statement in such report to the effect that the filing relates to the satisfaction of tax withholding obligations of the undersigned in connection with the exercise of options or as a result of the vesting or upon receipt of equity awards, and (l) the transfer or distribution of shares of Common Stock by PG Holdco, LLC to its equity holders prior to the Initial Delivery Date as described in the Pricing Disclosure Package.  For purposes of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, purchase, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of total voting power of the voting stock of the Company.

If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing provisions shall be equally applicable to any issuer-directed Stock, as referred to in FINRA Rule 5131(d)(2)(A) that the undersigned may purchase in the Offering pursuant to an allocation of Stock that is directed in writing by the Company, (ii) each of Barclays Capital Inc. and Goldman, Sachs & Co. agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Barclays Capital Inc. and Goldman, Sachs & Co. will notify the Company of the impending release or waiver and (iii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service (as referred to in FINRA Rule 5131(d)(2)(B)) at least two business days before the effective date of the release or waiver. Any release or waiver granted by Barclays Capital Inc. and Goldman, Sachs & Co. hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b) the transferee has agreed in writing to be bound by the same terms

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described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer.

In furtherance of the foregoing, the Company and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

It is understood that, if the Company notifies the Underwriters that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Stock, the undersigned will be released from its obligations under this Lock-Up Letter Agreement.

The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement.

This Lock-Up Letter Agreement shall automatically terminate upon the earliest to occur, if any, of (1) the termination of the Underwriting Agreement before the sale of any Stock to the Underwriters, (2) July 31, 2015, in the event that the Underwriting Agreement has not been executed by that date, (3) the filing by the Company of an application to withdraw the registration statement related to the Offering and (4) the Underwriters notifying the Company, or the Company notifying the Underwriters, in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering.

[Signature page follows]

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The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Very truly yours,

By:

Name:

Title:

Dated:

EXHIBIT B

Form of Press Release

Press Ganey Holdings, Inc.

[Insert date]

Press Ganey Holdings, Inc. (the “Company”) announced today that Barclays Capital Inc. and Goldman, Sachs & Co., lead book-running managers in the Company’s recent public sale of [•] shares of common stock are [waiving] [releasing] a lock-up restriction with respect to [•] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [insert date], and the shares may be sold or otherwise disposed of on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

ANNEX A

[Form of Waiver of Lock-up]

BARCLAYS CAPITAL INC.

GOLDMAN, SACHS & CO.,

As Representatives of the several

Underwriters

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Press Ganey Holdings, Inc.

Public Offering of Common Stock

[insert date]

[insert name and address of

Officer or Director

requesting waiver]

Dear Mr./Ms. [·]:

This letter is being delivered to you in connection with the offering by Press Ganey Holdings, Inc. (the “Company”) of [·] shares of common stock, $0.01 par value (the “Common Stock”), of the Company and the lock-up letter agreement dated [insert date] (the “Lock-Up Agreement”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [insert date] with respect to [·] shares of Common Stock (the “Shares”).

Barclays Capital Inc. and Goldman, Sachs & Co., as Representatives of the Underwriters (as defined in the Lock-Up Agreement) hereby agree (subject to the proviso below) to [waive] [release] the transfer restrictions set forth in the Lock-Up Agreement, but only with respect to the Shares, effective [insert date] (the “Anticipated Effective Date”), provided, however, that such [waiver] [release] is expressly conditioned on the Company announcing the impending [waiver] [release] by issuing a press release through a major news service at least two business days before the Anticipated Effective Date. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-Up Agreement shall remain in full force and effect.

	Yours very truly,
cc: Press Ganey Holdings, Inc.

EX-3.1

Exhibit 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:06 PM 02/01/2013

FILED 05:03 PM 02/01/2013

SRV 130122191 - 3700962 FILE

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

PGA HOLDINGS, INC.

PGA Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.The name of the Corporation is PGA Holdings, Inc.

2.The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 8, 2003 (the “Certificate of Incorporation”).

3.This Certificate of Amendment, which amends the Certificate of Incorporation, was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

4.The Certificate of Incorporation is hereby amended to add an Article VIII as follows:

“EIGHT:Board of Directors

At all meetings of the Board of Directors a majority of the entire Board, so long as such majority includes at least two directors that are employees of Vestar Capital Partners, L.P. (“VCP Representatives”), shall be necessary to, and shall constitute a quorum for, the transaction of business, unless otherwise provided by any applicable provision of law. The act of a majority of the directors present at the time of the vote, so long as such majority includes at least two directors that are VCP Representatives, if a quorum is present at such time, shall be the act of the Board, unless otherwise provided by an applicable provision of law. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided any action taken is approved by at least a majority of the required quorum for such meeting, so long as such majority includes at least two directors that are VCP Representatives. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such.”

5.This Certificate of Amendment shall be effective as of the date of its filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, as a duly authorized officer of the Corporation, has executed this Certificate of Amendment on January 30, 2013.

/s/ Norman W. Alpert

Name: Norman W. Alpert

Title:

[Signature Page for PGA Holdings, Inc. Certificate of Amendment to the Certificate of Incorporation]

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:32 AM 03/12/2008

FILED 09:45 AM 03/12/2008

SRV 080306932 - 3700962 FILE

CERTIFICATE OF MERGER

OF

PG MERGERSUB, INC.

INTO

PGA HOLDINGS, INC.

Pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), PGA Holdings, Inc. (“PGA Holdings”), a Delaware corporation, does hereby certify the following information relating to the merger of PG MergerSub, Inc. (“PG MergerSub”), a Delaware corporation, into PGA Holdings:

FIRST: That the name and state of incorporation of each of the constituent corporations in the merger are as follows:

Name	State of Incorporation
PGA Holdings, Inc.	Delaware
PG MergerSub, Inc.	Delaware

SECOND: That an Agreement and Plan of Merger dated as of January 27, 2008 (the “Merger Agreement”), among PGA Holdings, PG Holdco, LLC, a Delaware limited liability company, and PG MergerSub, has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the DGCL.

THIRD: PGA Holdings shall be the surviving corporation (the “Surviving Corporation”) of the merger of PG MergerSub into PGA Holdings (the “Merger”) and the name of the surviving corporation will be “PGA Holdings, Inc.”

FOURTH: That, as of the effective time of the Merger, the certificate of incorporation of PGA Holdings as in effect immediately prior to the Merger shall be amended and restated in its entirety in the form attached hereto as Annex A and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended or modified as provided therein or by applicable law.

FIFTH: That the executed Merger Agreement is on file at an office of the Surviving Corporation, the address of which is c/o Vestar Capital Partners V, L.P., 245 Park Avenue, 41st Floor, New York, New York 10167.

SIXTH: That a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: This Certificate of Merger shall become effective at the time of the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, PGA Holdings, Inc. has caused this Certificate of Merger to be executed as of March 12, 2008.

PGA HOLDINGS, INC.
By:	/s/ Glenn Kaufman
	Name:	Glenn Kaufman
	Title:	President and Director

Annex A

CERTIFICATE OF INCORPORATION

OF

PGA HOLDINGS, INC.

1.The name of the Corporation is PGA Holdings, Inc.

2.The registered office and registered agent of the Corporation in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801.

3.The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4.The total number of shares of capital stock that the Corporation shall have the authority to issue is 16,000 shares of Common Stock, par value $.01 per share.

5.The Board of Directors of the Corporation, acting by majority vote, may adopt, alter, amend or repeal the By-Laws of the Corporation.

6.Except as otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director. A repeal or modification of this Article 6 by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

7.Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of the Directors of the Corporation need not be by written ballot.

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

PGA HOLDINGS, INC.

PGA Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST:That, at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted recommending and declaring advisable that the Certificate of Incorporation (as amended, the “Certificate of Incorporation”) of the Corporation be amended and that such amendments be submitted to the stockholders of the Corporation for their consideration, as follows:

RESOLVED, that Article 1 of the Certificate of Incorporation of the Corporation, as amended and/or restated to date, be amended and restated in its entirety to read as follows:

“The name of the Corporation is:  PRESS GANEY HOLDINGS, INC.”

RESOLVED, that Article 4 of the Certificate of Incorporation of the Corporation, as amended and/or restated to date, be amended and restated in its entirety to read as follows:

“The total number of shares of all classes of stock which the Corporation shall have authority to issue is three hundred fifty million (350,000,000), consisting of three hundred fifty million (350,000,000) shares of common stock, $0.01 par value per share (the “Common Stock”).

That, effective on the filing of this Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), a 2,800-for-one stock split of the Corporation’s Common Stock shall become effective, pursuant to which each share of Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time shall be reclassified into 2,800 validly issued, fully-paid and nonassessable shares of Common Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent 2,800 shares of Common Stock from and after the Effective Time (such reclassification of shares, the “Stock Split”). The par value of the Common Stock following the Stock Split shall remain at $0.01 per share. Notwithstanding the foregoing, no fractional shares of Common Stock shall be issued as a result of the Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Stock Split, following the Effective Time, shall be entitled to receive a cash payment equal to the fraction of which such holder would otherwise be entitled multiplied by the fair value per share of the

Common Stock immediately following the Effective Time as determined by the Board of Directors.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time); provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified; and provided further, however, that whether or not fractional shares would be issuable as a result of the Stock Split shall be determined on the basis of (i) the total number of shares of Common Stock that were issued and outstanding immediately prior to the Effective Time formerly represented by certificates that the holder is at the time surrendering for a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time and (ii) the aggregate number of shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificates shall have been reclassified.”

SECOND:The stockholders have duly adopted said amendments in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD:That the aforesaid amendments were duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Joseph Greskoviak, the President and Chief Operating Officer of the Corporation, this 8th day of May, 2015.

PGA HOLDINGS, INC.
By:	/s/ Joseph Greskoviak
	Joseph Greskoviak
	President and Chief Operating Officer

[Signature Page to PGA Holdings, Inc. Pre-IPO Charter Amendment]

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED BY-LAWS

OF

PRESS GANEY HOLDINGS, INC.

A Delaware Corporation

ARTICLE I

OFFICES

Section 1.1Registered Office.  The registered office of Press Ganey Holdings, Inc. (the “Corporation”) shall be at Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808 and the name of the registered agent in charge thereof shall be Corporation Service Company.

Section 1.2Principal Office.  The principal office for the transaction of the business of the Corporation shall be at such place as the Board of Directors of the Corporation (the “Board”) may determine.  The Board is hereby granted full power and authority to change said principal office from one location to another.

Section 1.3Other Offices.  The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or as the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 2.1Place of Meeting.  All meetings of stockholders shall be held at the principal office of the Corporation, or at such other place, within or without the State of Delaware as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2Annual Meetings.  The annual meeting of stockholders shall be held at such time and on such day, other than a legal holiday, as may be fixed by the Board of Directors in each such year.  At the annual meeting, the stockholders entitled to vote for the election of Directors shall elect a Board of Directors in the manner provided in Section 2.6 hereof and transact such other business as may properly come before the meeting.

Section 2.3Special Meetings.  Special meetings of stockholders, for any purpose or purposes, may be called by the Chairman of the Board and shall be called promptly by the Chairman of the Board at the written request of a majority of the entire Board of Directors or the holders of record of at least ten percent (10%) of the issued and outstanding shares of the Common Stock of the Corporation.  Any such request shall state the purpose or purposes of the

proposed meeting.  At any special meeting of stockholders, only such business, as is related to the purpose or purposes set forth in the notice of such meeting, may be transacted.

Section 2.4Notice of Meetings.  Except as otherwise required by law, written notice of every meeting of stockholders, stating the place, date and hour thereof, and, in the case of a special meeting of stockholders, the purpose or purposes thereof and the person or persons by whom or at whose direction such meeting has been called and such notice is being issued, shall be given either personally or by first class mail not less than ten (10) nor more than sixty (60) days before the date of the meeting, or by third class mail not less than ten (10) nor more than (60) days before the date of the meeting, by or at the direction of the Chairman of the Board, the Secretary, or the persons calling the meeting, to each stockholder of record entitled to vote at such meeting.  Nothing herein contained shall preclude the stockholders from waiving notice as provided in Section 4.1 hereof.

Section 2.5Quorum.  Except as otherwise required by law, the holders of record of a majority of the issued and outstanding shares of stock of the Corporation entitled to vote, represented in person or by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at any meeting of stockholders or any adjournment thereof.  Subject to the requirement of a larger percentage vote, if any, contained in the Certificate of Incorporation, these By-Laws or by statute, the stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding any withdrawal of stockholders that may leave less than a quorum remaining, if any action taken (other than adjournment) is approved by the vote of at least a majority in voting interest of the shares required to constitute a quorum.  If, however, such quorum shall not be present or represented at any meeting of stockholders or any adjournment thereof, the majority of the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present or represented, and any business may be transacted as might have been transacted at the meeting as originally noticed.  Notwithstanding the foregoing, if the adjournment is for more than thirty (30) days, or if after the adjournment the Board shall fix a new record date for the adjourned meeting, a notice of such adjourned meeting shall be given as provided in Section 2.4 of these By-Laws, but such notice may be waived as provided in Section 4.1 hereof.

Section 2.6Voting.  At each meeting of stockholders, each holder of record of shares of stock entitled to vote shall be entitled to vote in person or by proxy, and each such holder shall be entitled to one vote for every share standing in his or her name on the books of the Corporation as of the record date fixed by the Board or prescribed by law; and, if a quorum is present, a majority of the shares of such stock present or represented at any meeting of stockholders shall be the vote of the stockholders with respect to any item of business, unless otherwise provided by any applicable provision of law, by these By-Laws or by the Certificate of Incorporation.  The vote at any meeting of stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting.  On a vote by ballot, each ballot shall be signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy, and it shall state the number of shares voted.

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Section 2.7Proxies.  No proxy shall be valid unless executed in writing by the stockholder giving the same or by his or her duly authorized attorney-in-fact or after the expiration of three (3) years from the date thereof, unless a longer period is provided in the proxy.  A proxy shall be revocable, until voted, at the pleasure of the stockholder (or his or her attorney-in-fact) executing it, except in those cases where an irrevocable proxy permitted by law is given.

Section 2.8Action Without Meeting.  Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 3.1Number.  The number of Directors of the Corporation which shall constitute the Board shall be fixed, from time to time, by a vote of a majority of the entire Board.

Section 3.2Qualifications, Election and Tenure.  Directors need not be stockholders of the Corporation.  Except as otherwise provided in these By-Laws, Directors shall be elected at the annual meeting of the stockholders, and each director so elected shall hold office until the next annual meeting of stockholders and until his or her successor has been elected and qualified or until such director shall resign or shall have been removed in the manner provided in these By-Laws.

Section 3.3Resignation and Removal.  Any Director may resign at any time upon notice of resignation to the Board or to the Secretary of the Corporation.  Any such resignation shall take effect at the time specified therein, or, if the time is not specified, it shall take effect immediately upon receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  To the extent determined by law, any director may be removed at any time by vote of the stockholders at a special meeting called for that purpose, either with or without cause, or by the Bdard of Directors with cause.

Section 3.4Newly Created Directorships and Vacancies.  Newly created directorships resulting from an increase in the number of Directors and vacancies occurring on the Board for any reason whatsoever, except the removal of Directors without cause, shall be filled by vote of the Board.  If the number of Directors then in office is less than a quorum, such newly created directorships and vacancies may be filled by a vote of a majority of the Directors then in office.  Any Director elected to fill a vacancy shall be elected until the next meeting of stockholders at which the election of Directors is in the regular course of business, and until his or her successor has been elected and qualified or until such Director shall resign or have been removed,

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Vacancies occurring on the Board by reason of the removal of Directors without cause shall be filled by vote of the stockholders unless the stockholders shall adopt a By-Law providing that the Board may fill such vacancies.

Section 3.5Powers and Duties.  Subject to the applicable provision of law, these By-Laws or the Certificate of Incorporation, but in furtherance and not in limitation of any rights therein conferred, the Board shall have the control and management of the business and affairs of the Corporation and do all such lawful acts and things as may be done by the Corporation.

Section 3.6Place of Meeting.  The Board or any committee thereof may hold any of its meetings at such place or places within or without the State of Delaware as the Board or such committee may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or a waiver of notice of any such meeting.  Directors may participate in any regular or special meeting of the Board or any committee thereof by means of conference telephone or similar communication equipment pursuant to which all persons participating in the meeting of the Board or such committee can hear each other, and such participation shall constitute presence in person at such meeting.

Section 3.7Annual Meetings.  An annual meeting of each newly elected Board shall be held immediately following the annual meeting of stockholders, and no notice of such meeting to the newly elected Directors shall be necessary in order legally to constitute the meeting, provided a quorum shall be present, or the newly elected Directors may meet as such time and place as shall be fixed by the written consent of all such Directors.

Section 3.8Regular Meetings.  Regular meetings of the Board may be held upon such notice or without notice, and at such time and at such place as shall from time to time be determined by the Board.  Regular meetings of the Board shall be those meetings scheduled in advance by the Board and denominated as regular meetings.

Section 3.9Special Meetings.  Special meetings of the Board may be called by the Chairman of the Board and shall be called promptly by the Chairman of the Board or the Secretary upon the written request of any Director specifying the purpose or purposes thereof, on not less than two (2) days notice to each Director.  Such request shall state the date, time and place of the meeting, which shall be during normal business hours and the place of the meeting as determined by the Board.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board (other than a special meeting called at the written request of a Director) need be specified in the notice or waiver of notice of such meeting.

Section 3.10Notice of Meetings.  Notice of each special meeting of the Board shall be given by the Chairman of the Board, the Secretary or an Assistant Secretary and shall state the place, date and time of the meeting.  Notice of each such meeting shall be given orally or shall be delivered by hand or overnight carrier or sent by telecopier (with a copy by hand or overnight carrier) to each director at his or her residence or usual place of business.  Notice of any meeting need not be given to any director who shall submit, either before or after the meeting, a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him or her.  Notice of any adjourned meeting, including the place, date and time of the new meeting shall be given to all Directors not present at the time of

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the adjournment, as well as to the other Directors unless the place, date, and time of the new meeting is announced at the adjourned meeting.

Section 3.11Quorum and Voting.  At all meetings of the Board a majority of the entire Board shall be necessary to, and shall constitute a quorum for, the transaction of business, unless otherwise provided by any applicable provision of law, by these By-Laws, or by the Certificate of Incorporation.  The act of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board, unless otherwise provided by an applicable provision of law, by these By-Laws or by the Certificate of Incorporation.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, provided any action taken is approved by at least a majority of the required quorum for such meeting.  If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time, until a quorum shall be present.  Notice of any adjourned meeting need not be given.  The Directors shall act only as a Board, and the individual Directors shall have no power as such.

Section 3.12Compensation.  The Board, by the affirmative vote of a majority of the Directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all Directors for services to the Corporation as Directors, officers or otherwise.

Section 3.13Books and Records.  The Directors may keep the books of the Corporation, except such as are required by law to be kept within or outside of the State of Delaware, at such place or places as they may from time to time determine.

Section 3.14Action Without a Meeting.  Any action required or permitted to be taken by the Board, or by a committee of the Board, may be taken without a meeting if all members of the Board or the committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action.  Any such resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

Section 3.15Telephone Participation.  Any one or more members of the Board, or any committee of the Board, may participate in a meeting of the Board or committee by means of a conference telephone call or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 3.16Committees of the Board.  The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees, each consisting of one (1) or more Directors.  The Board may designate one or more Directors as alternate members of any such committee.  Such alternate members may replace any absent member or members at any meeting of such committee.  Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board.

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Section 3.17Authority of Committees; Duties of Directors.  Except as otherwise provided by law, each committee appointed pursuant to Section 3.16, to the extent provided in the resolution establishing it and subject to applicable law, shall have and may exercise all the authority of the Board with respect to all matters to the extent provided in the resolution.  The designation of any committee and the delegation of authority thereto shall not alone relieve any director of his or her duty to the Corporation.  The Board also may appoint committees other than pursuant to Section 3.16, and such other committees shall have the authorities and duties specified by the Board.  However, no such committee shall have power or authority to:

(a)amend the Certificate of Incorporation;

(b)adopt an agreement of merger or consolidation;

(c)recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d)recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution;

(e)amend these By-Laws; and unless expressly so provided by resolution of the Board, no such committee shall have power or authority to:

(f)declare a dividend; or

(g)authorize the issuance of shares of the Corporation of any class.

ARTICLE IV

WAIVER

Section 4.1Waiver.  Whenever a notice is required to be given by any provision of law, by these By-Laws, or by the Certificate of Incorporation, a waiver thereof in writing, whether before or after the time stated therein, shall be deemed equivalent to such notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, Directors, or members of a committee of Directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these By-Laws.  Except as otherwise expressly required by law, notice of any adjourned meeting of stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

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ARTICLE V

OFFICERS

Section 5.1Officers.  The officers of the Corporation shall be a President, a Secretary, a Treasurer and/or a Chief Financial Officer.  Any person may hold two or more of such offices, except that the same person shall not be both President and Secretary.  The officers of the Corporation shall be elected annually (and from time to time by the Board of Directors, as vacancies occur), at the annual meeting of the Board.

Section 5.2Other Officers.  The Board may appoint such other officers and agents, including a Chairman of the Board, one or more Vice Presidents (of the same or different rank), Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as it may at any time or from time to time deem necessary or advisable, provided that the most senior executive officer of the Corporation shall be the President.

Section 5.3Authorities and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the business and affairs of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, as may be prescribed by the Board.

Section 5.4Tenure and Removal.  The officers of the Corporation shall be elected or appointed to hold office until their respective successors are elected or appointed.  All officers shall hold office at the pleasure of the Board and any officer elected or appointed by the Board may be removed at any time by the Board for cause or without cause at any regular or special meeting of the Board, or except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.  Any officer or assistant may resign at any time by giving written notice of his or her resignation to the Board or the Secretary of the Corporation.  Any such resignation shall take effect at the time specified therein, or, if such time is not specified, upon receipt thereof by the Board or the Secretary, as the case may be; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.5Vacancies.  Any vacancy occurring in any office of the Corporation, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board.

Section 5.6Compensation.  The salaries and other compensation of all officers and agents of the Corporation shall be fixed by, or in the manner prescribed by, the Board.

Section 5.7Chairman of the Board.  The Chairman of the Board, if any, shall preside at all meetings of the stockholders and the Directors.

Section 5.8President.  The President shall be the chief executive officer of the Corporation.  In the absence of the Chairman of the Board, he or she shall preside at all meetings of the stockholders and the Directors.  The President shall perform such duties and exercise such powers as appropriate to the most senior executive officer of the Corporation, including but not limited to carrying out the policies of the Board of the Corporation and supervising, controlling

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and having responsibility for the general management and operations of the Corporation.  The President shall designate such executive officers of the Corporation as he or she deems appropriate to exercise such other duties and powers as he or she deems necessary or desirable.  Except where by law or by order of the Board the signature of the Chairman of the Board is required, the President shall have full power to execute instruments on behalf of the Corporation.

Section 5.9Vice Presidents.  The Vice President, if any, or, if there shall be more than one, each Vice President, shall have such powers and shall perform such duties as may from time to time be assigned to him or her by the Board.

Section 5.10Secretary.  The Secretary or an Assistant Secretary, when present at meetings of the stockholders and the Board, subject to this Section 5.10, shall serve as secretary of the meeting and record all proceedings taken at such meeting in a book to be kept for that purpose; he or she shall see that all notices of meetings of stockholders and special meetings of the Board are duly given in accordance with the provisions of these By-Laws or as required by law; he or she shall be the custodian of the records and of the corporate seal or seals of the Corporation; he or she shall have authority to affix the corporate seal or seals to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed it may be attested by his or her signature; and in general, he or she shall perform all duties incident to the office of the Secretary or Assistant Secretary of a corporation, and such other duties as the Board may from time to time prescribe, The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.  The chairman of the meeting may designate any person to act as secretary of any meeting of the Board or stockholders.

Section 5.11Treasurer or Chief Financial Officer.  The Treasurer or Chief Financial Officer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation and shall deposit, or cause to be deposited, in the name and to the credit of the Corporation, all moneys and valuable effects in such banks, trust companies, or other depositories as shall from time to time be selected by the Board.  He or she shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; he or she shall render to the Chief Executive Officer and to each member of the Board, when requested, an account of all of his or her transactions as Treasurer or Chief Financial Officer and of the financial condition of the Corporation; and in general, he or she shall perform all of the duties incident to the office of the Treasurer or Chief Financial Officer of a corporation, and such other duties as the Board may from time to time prescribe.

ARTICLE VI

PROVISIONS RELATING TO STOCK CERTIFICATES AND STOCKHOLDERS

Section 6.1Form and Signature.  The shares of the Corporation shall be represented by certificates signed by the Chairman of the Board, President or any Vice President and the Secretary or an Assistant Secretary, if any, or the Treasurer or Chief Financial Officer, if any, and may be sealed with the seal of the Corporation or a facsimile thereof.  Any of the foregoing signatures may be a facsimile thereof, and in the event any such officer who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer before such

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certificate is issued, such certificate may be issued by the Corporation with the same effect as if he or she were such officer on the date of issue.  Each certificate representing shares shall state upon its face (a) that the Corporation is formed under the laws of the State of Delaware, (b) the name of the person or persons to whom it is issued, (c) the number of shares which such certificate represents and (d) the par value, if any, of each such share represented by such certificate.

Section 6.2Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends or other distributions, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares of stock, and shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person.

Section 6.3Transfer of Stock.  Upon surrender to the Corporation or the appropriate transfer agent, if any, of the Corporation, of a certificate representing shares of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and, in the event that the certificate refers to any agreement restricting transfer of the shares which it represents, proper evidence of compliance with such agreement, a new certificate shall be issued to the person entitled thereto, and the old certificate canceled and the transaction recorded upon the books of the Corporation.

Section 6.4Lost Certificates, etc.  The Corporation may issue a new certificate for shares in place of any certificate theretofore issued by it, alleged to have been lost, mutilated, stolen or destroyed, and the Board may require the owner of such lost, mutilated, stolen or destroyed certificate, or his or her legal representatives, to make an affidavit of that fact and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, mutilation, theft or destruction of any certificate or the issuance of any such new certificate.

Section 6.5Record Date.  For the purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to, or dissent from, any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other action, the Board may fix, in advance, a record date.  Such date shall neither be more than sixty (60) nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action except that for the determination of stockholders entitled to consent to corporate action in writing without a meeting, the date shall not be more than ten (10) days after the Board adopts the resolution fixing the record date.

Section 6.6Regulations.  Except as otherwise provided by law, the Board may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient, concerning the issue, transfer and registration of certificates for the securities of the Corporation.  The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars and may require all certificates for shares of capital stock to bear the signature or signatures of any of them.

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ARTICLE VII

GENERAL PROVISIONS

Section 7.1Dividends and Distributions.  Dividends and other distributions upon or with respect to outstanding shares of stock of the Corporation may be declared by the Board at any regular or special meeting, and may be paid in cash, bonds, property, or in stock of the Corporation.  The Board shall have full power and discretion, subject to the provisions of the Certificate of Incorporation or the terms of any other corporate document or instrument binding upon the Corporation to determine what, if any, dividends or distributions shall be declared and the time any such payments shall be made.

Section 7.2Checks etc.  All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or other person or persons as, from time to time, may be designated by the Board.

Section 7.3Seal.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation and the words “Corporate Seal Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 7.4Fiscal Year.  The fiscal year of the corporation shall be determined by the Board.

Section 7.5General and Special Bank Accounts.  The Board, from time to time, may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may designate or as may be designated by any officer or officers of the Corporation to whom such power of designation may be delegated by the Board from time to time.  The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-Laws, as it may deem expedient,

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 8.1Indemnification of Directors and Officers.  The Corporation shall indemnify each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or alleged action in any other capacity while service as a director, officer, employee or agent, to

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the maximum extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties pursuant to the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be paid in settlement) reasonably incurred by such person in connection with such proceeding and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.  The Corporation may, to the fullest extent permitted by the General Corporation Law of the State of Delaware, purchase and maintain insurance on behalf of any such person.  The Corporation may create a trust fund, grant a security interest or use other means (including without limitation a letter of credit) to ensure the payment of such sums as may become necessary to effect the indemnification as provided herein.  The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the fullest extent permitted by the General Corporation Law of the State of Delaware, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, the Corporation’s Certificate of Incorporation, vote of stockholders or disinterested Directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 8.2Reimbursement and Advances.  The Corporation, from time to time, shall reimburse or advance to any person referred to in Section 8.1 the funds necessary for payment of expenses (including attorneys’ fees, costs and charges) incurred in connection with any action or proceeding referred to in Section 8.1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a Judgment or other final adjudication adverse to such person establishes that he or she is not entitled to be indemnified by the Corporation under this Article VIII.

Section 8.3Serving at the Request of the Corporation.  Without limiting any indemnification provided by Section 8.1, any person referred to in Section 8.1 serving (i) another corporation, partnership, joint venture or trust of which the majority of the voting power or residual economic interest is held, directly or indirectly, by the Corporation, or (ii) any employee benefit plan of the Corporation, in any capacity, shall be deemed to be doing so at the request of the Corporation.

Section 8.4Determination of Entitlement.  Any person entitled to indemnification or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article VIII may elect to have the right to indemnification (or the reimbursement or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time indemnification is sought.

Section 8.5Contractual Right.  The right to indemnification or to the reimbursement or advancement of expenses pursuant to this Article VIII or a resolution or agreement authorized pursuant to this Article VIII (i) is a contract right pursuant to which the person entitled thereto

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may bring suit as if the provisions hereof (or of any such resolution) were set forth in a separate written contract between the Corporation and such person, (ii) is intended to be retroactive and, to the extent permitted by law, shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.  The Corporation shall not be obligated under this Article VIII to make any payment hereunder to the extent the person seeking indemnification hereunder has actually received payment of the amounts otherwise indemnifiable hereunder.

Section 8.6Judicial Claims.  If a request for indemnification or for the reimbursement or advancement of expenses pursuant to this Article VIII is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, the claimant, at any time thereafter, may bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim.  Neither the failure of the Corporation (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of, or reimbursement or advancement of expenses to, the claimant is proper in the circumstances, or an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

Section 8.7Successor Corporation.  For purposes of this Article VIII, the term “the Corporation” shall include any legal successor to the Corporation, including any corporation which acquires all or substantially all of the assets of the Corporation in one or more transactions.

Section 8.8Nonexclusivity.  The rights granted pursuant to, or provided by, the foregoing provisions of this Article VIII shall be in addition to, and shall not be exclusive of, any other rights to indemnification or the reimbursement or advancement of expenses to which such person otherwise may be entitled by law, contract or otherwise.

ARTICLE IX

ADOPTION AND AMENDMENTS

Section 9.1Power to Amend.  These By-Laws may be amended or repealed and any new By-Law may be adopted at any annual or special meeting by vote of the stockholders of the Corporation entitled at the time to vote for the election of Directors; or by written consent of such stockholders without a meeting.  The By-Laws may be ratified, amended or repealed and any new By-Law may be adopted by a majority of the entire Board of Directors at any duly held meeting; provided that any By-Laws so ratified, amended or repealed, and any By-Law repealed by the Board of Directors may be reinstated, by the stockholders of the Corporation entitled to vote at the time for the election of Directors.

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EX-3.4

Exhibit 3.4

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

PRESS GANEY HOLDINGS, INC.
(a Delaware corporation)

Press Ganey Holdings, Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows:

1.  The name of the Corporation is Press Ganey Holdings, Inc.  The date of filing of the Corporation’s original Certificate of Incorporation was September 8, 2003. The Corporation was originally incorporated under the name PGA Holdings, Inc.

2.  The Amended and Restated Certificate of Incorporation attached hereto as Exhibit A, which restates, integrates and further amends the provisions of the existing Certificate of Incorporation of the Corporation, as heretofore amended, has been duly adopted by the Corporation’s Board of Directors and stockholder in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, with the adoption of the Corporation’s stockholder having been given by written consent in lieu of a meeting thereof in accordance with Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by Patrick T. Ryan, its Chief Executive Officer, this       day of            2015.

By:
Name:	Patrick T. Ryan
Title:	Chief Executive Officer

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

PRESS GANEY HOLDINGS, INC.

ARTICLE ONE

The name of this corporation is Press Ganey Holdings, Inc. (the “Corporation”).

ARTICLE TWO

The registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centreville Road, Suite 400, County of New Castle, Wilmington, Delaware 19808.  The name of its registered agent at such address is Corporation Service Company.  The registered office and/or registered agent of the Corporation may be changed from time to time by resolution of the Board of Directors.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended from time to time (the “Delaware General Corporation Law”).

ARTICLE FOUR

The total number of shares of all classes of capital stock that the Corporation has authority to issue is 400,000,000 shares, consisting of: (a) 50,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”); and (b) 350,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

Section 1.  Preferred Stock.  Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided.

Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designations relating thereto in accordance with the General Corporation Law of the State of Delaware, to determine and fix the number of shares of such series and such

voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware.  The powers, preferences and relative, participating, optional and other special rights of each such series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.   Without limiting the generality of the foregoing, the resolution or resolutions providing for the issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.

Subject to the rights of the holders of any series of Preferred Stock pursuant to the terms of this Certificate of Incorporation or any resolution or resolutions providing for the issuance of such series of stock adopted by the Board of Directors, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.  Subject to the first paragraph of this ARTICLE FOUR, the Board of Directors is also expressly authorized to increase or decrease the number of shares of any series of Preferred Stock subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding.  Unless otherwise expressly provided in the certificate of designations in respect of any series of Preferred Stock, in case the number of shares of such series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

Section 2.  Common Stock.

(a) General.  The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.

(b) Voting.  The holders of the Common Stock shall have voting rights at all meetings of stockholders, each such holder being entitled to one vote for each share thereof held by such holder; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (which, as used herein, shall mean the certificate of incorporation of the Corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation or the General Corporation Law of the State of Delaware.  There shall be no cumulative voting.

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The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware

(c) Dividends.  Dividends may be declared and paid on the Common Stock if, as and when determined by the Board of Directors subject to any preferential dividend or other rights of any then outstanding Preferred Stock and to the requirements of applicable law.

(d) Liquidation.  Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential or other rights of any then outstanding Preferred Stock.

ARTICLE FIVE

This ARTICLE FIVE is inserted for the management of the business and for the conduct of the affairs of the Corporation.

Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 2.  Number of Directors; Election of Directors.  Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be established from time to time by the Board of Directors.  Election of directors need not be by written ballot, except as and to the extent provided in the Bylaws of the Corporation.

Section 3.  Classes of Directors.  Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board of Directors shall be and is divided into three classes, designated as Class I, Class II and Class III.  Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors.  The Board of Directors is authorized to assign members of the Board of Directors to Class I, Class II or Class III.

Section 4.  Terms of Office.  Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s first annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; each director initially assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting of stockholders held after the effectiveness of this Certificate of Incorporation; provided further, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, resignation or removal

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Section 5.  Quorum.  The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors fixed pursuant to Section 2 of this ARTICLE FIVE shall constitute a quorum of the Board of Directors.  If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

Section 6.  Action at Meeting.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by law or by this Certificate of Incorporation

Section 7.  Removal of Directors.  Subject to the rights of holders of any series of Preferred Stock, (a) prior to the Trigger Date (as defined below), any director may be removed from office at any time with or without cause, at a meeting called for that purpose, by the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote at an election of directors and (b) after the Trigger Date, any director may be removed from office but only for cause and only by the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote at an election of directors.

Section 8.  Vacancies.  Subject to the rights of holders of any series of Preferred Stock, any vacancy or newly created directorship in the Board of Directors, however occurring, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders, unless the Board of Directors determines by resolution that any such vacancy or newly created directorship shall be filled by the stockholders.  A director elected to fill a vacancy shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.

Section 9.  Stockholder Nominations and Introduction of Business, Etc.  Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws of the Corporation

Section 10.  Amendments to Article.  Notwithstanding any other provisions of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, (a) prior to the Trigger Date, the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this ARTICLE FIVE and (b) after the Trigger Date, the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this ARTICLE FIVE.

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ARTICLE SIX

Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability.  No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.  If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.

ARTICLE SEVEN

Section 1.  No Action by Written Consent.  From and after the first date (the “Trigger Date”) on which investment funds affiliated with Vestar Capital Partners and their respective successors and Affiliates (other than the Corporation and its subsidiaries) (collectively, the “Vestar Entities”) cease collectively to beneficially own (directly or indirectly) more than fifty percent (50%) of the outstanding shares of Common Stock, no action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting.  Notwithstanding any other provisions of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, (a) prior to the Trigger Date, the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this ARTICLE SEVEN and (b) after the Trigger Date, the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this ARTICLE SEVEN.  “Affiliate” means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person; the term “control,” as used in this definition, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlled” and “controlling” have meanings correlative to the foregoing.  “Person” means an individual, any general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity.  For the purpose of this Certificate of Incorporation, “beneficial ownership” shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

Section 2.  Annual Meetings of Stockholders.  Except as otherwise expressly provided by law, the annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and

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place, if any, as shall be determined exclusively by resolution of the Board of Directors in its sole and absolute discretion.

Section 3.  Special Meetings of Stockholders.  Special meetings of stockholders for any purpose or purposes may be called (a) at any time only by the Board of Directors or the chairperson of the Board of Directors or (b) prior to the Trigger Date, by the Secretary of the Corporation at the request of one or more of the Vestar Entities that own outstanding shares of Common Stock, and shall not otherwise be called by stockholders.  Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provisions of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, (a) prior to the Trigger Date, the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this ARTICLE SEVEN and (b) after the Trigger Date, the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this ARTICLE SEVEN.

ARTICLE EIGHT

Section 1.  Certificate of Incorporation.  Except as otherwise provided herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders, directors or any other persons herein are granted subject to this reservation. Notwithstanding anything to the contrary contained in this Certificate of Incorporation or the Bylaws, and notwithstanding that a lesser percentage or vote may be specified by law, no provision of ARTICLE FIVE, ARTICLE SIX, ARTICLE SEVEN, this ARTICLE EIGHT, ARTICLE NINE, ARTICLE TEN, ARTICLE ELEVEN or ARTICLE TWELVE may be altered, amended or repealed in any respect, nor may any provision of this Certificate of Incorporation or of the Bylaws inconsistent therewith be adopted, unless in addition to any other vote required by this Certificate of Incorporation or otherwise required by law, (a) prior to the Trigger Date, such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon and (b) from and after the Trigger Date, such alteration, amendment, repeal or adoption is approved at a meeting of the stockholders called for that purpose by the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.

Section 2.  Bylaws. In furtherance and not in limitation of the powers conferred upon it by the General Corporation Law of the State of Delaware, and subject to the terms of any series of Preferred Stock, the Board of Directors shall have the power to adopt, amend, alter or repeal the Bylaws of the Corporation.  The stockholders may not adopt, amend, alter or repeal the Bylaws of the Corporation, or adopt any provision inconsistent therewith, unless such action is approved, in addition to any other vote required by this Certificate of Incorporation, (a) prior to the Trigger Date, by the affirmative vote of the holders of at least a majority in voting power of

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the outstanding shares of capital stock of the Corporation entitled to vote thereon and (b) from and after the Trigger Date, by the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.

ARTICLE NINE

Prior to the Trigger Date, the Corporation shall not be governed by Section 203 of the Delaware General Corporation Law.  From and after the Trigger Date, the Corporation shall be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE TEN

Section 1.  Scope.  The provisions of this ARTICLE TEN are set forth to define, to the extent permitted by applicable law, the duties of Exempted Persons (as defined below) to the Corporation with respect to certain classes or categories of business opportunities.  “Exempted Persons” means the Vestar Entities and their respective Affiliates (other than the Corporation and its subsidiaries) and all of their respective partners, principals, directors, officers, members, managers and employees, including any of the foregoing who serve as officers or directors of the Corporation.

Section 2.  Competition and Allocation of Corporate Opportunities.  To the fullest extent permitted by law, the Exempted Persons shall not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries.  To the fullest extent permitted by applicable law and in accordance with Section 122(17) of the Delaware General Corporation Law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to the Exempted Persons, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries.

Section 3.  Certain Matters Deemed Not Corporate Opportunities.  In addition to and notwithstanding the foregoing provisions of this ARTICLE TEN, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially or legally able or contractually permitted to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Section 4.  Amendment of this Article.  To the fullest extent permitted by law, no amendment or repeal of this ARTICLE TEN in accordance with the provisions of Section 1 of

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ARTICLE EIGHT shall apply to or have any effect on the liability or alleged liability of any Exempted Person for or with respect to any activities or opportunities of which such Exempted Person becomes aware prior to such amendment or repeal.  This ARTICLE TEN shall not limit or eliminate any protections or defenses otherwise available to, or any rights to indemnification or advancement of expenses of, any director or officer of the Corporation under this Certificate of Incorporation, the Bylaws, any agreement between the Corporation and such officer or director, or any applicable law.

Section 5.  Deemed Notice.  Any person or entity purchasing, holding or otherwise acquiring any interest in any shares of the Corporation shall be deemed to have notice of and to have consented to the provisions of this ARTICLE TEN.

ARTICLE ELEVEN

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware or (d) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein; provided that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware.  To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this ARTICLE ELEVEN.  Notwithstanding any other provisions of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, (a) prior to the Trigger Date, the affirmative vote of the holders of at least a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this ARTICLE ELEVEN and (b) after the Trigger Date, the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this ARTICLE ELEVEN.  If any provision or provisions of this ARTICLE ELEVEN shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this ARTICLE ELEVEN (including, without limitation, each portion of any sentence of this ARTICLE ELEVEN containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

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ARTICLE TWELVE

Section 1.  Payment of Legal Fees in Certain Proceedings.  To the fullest extent permitted by law, and unless the Board of Directors otherwise approves in accordance with Section 141 of the Delaware General Corporation Law, the Bylaws or this Certificate of Incorporation, in the event that any current or former stockholder of the Corporation, any current or former director, or any person acting on behalf of such stockholder or director, including any third party that receives substantial assistance from any such person or entity if such person or entity has a direct financial interest in the claim or proceeding of such third party (each, a “Claiming Party”) (a) initiates, asserts or joins, offers substantial assistance to, or has a direct financial interest in (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any claim of breach of a fiduciary duty owed by any of its directors, officers, employees or agents to the Corporation or its stockholders, (3) any action against the Corporation or any of its directors, officers, employees or agents arising pursuant to any provision of the Delaware General Corporation Law, this Certificate of Incorporation or the Bylaws, or (4) any action asserting a claim governed by the internal affairs doctrine, each of the foregoing, a claim, or joins any such claim as a named party, and (b) does not thereby obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy or relief sought in the claim, then such Claiming Party shall be obligated to reimburse the Corporation and any such director or officer for all fees, costs and expenses (including attorneys’ fees and the fees of experts) actually and reasonably incurred by the Corporation or its officers and directors in defending such claim. Any person or entity purchasing or otherwise acquiring any interest in the shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this ARTICLE TWELVE.

Section 2.  Severability.  If any provision (or any part thereof) of this ARTICLE TWELVE shall be held to be invalid, illegal or unenforceable facially or as applied to any circumstance for any reason whatsoever: (a) the validity, legality and enforceability of such provision (or part thereof) in any other circumstance and of the remaining provisions of this ARTICLE TWELVE (including, without limitation, each portion of any subsection of this ARTICLE TWELVE containing any such provision (or part thereof) held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent permitted by law, the provisions of this ARTICLE TWELVE (including, without limitation, each such portion containing any such provision (or part thereof) held to be invalid, illegal or unenforceable) shall be construed for the benefit of the Corporation to the fullest extent permitted by law so as to (1) give effect to the intent manifested by the provision (or part thereof) held invalid, illegal or unenforceable, and (2) permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service. Any person or entity purchasing or otherwise acquiring any interest in the shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this ARTICLE TWELVE.

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EX-3.5

Exhibit 3.5

AMENDED AND RESTATED

BYLAWS

OF

PRESS GANEY HOLDINGS, INC.

A Delaware corporation

(Adopted as of [·], 2015)

ARTICLE I
OFFICES

Section 1.  Registered Office.  The address of the registered office of Press Ganey Holdings, Inc. (the “Corporation”) in the State of Delaware, and the name of the Corporation’s registered agent at such address, shall be as set forth in the Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”).  The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors of the Corporation (the “Board of Directors”).

Section 2.  Other Offices.  The Corporation may have an office or offices other than said registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may from time to time require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.  Place of Meetings.  All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors.  The Board of Directors may designate such place of meeting, either within or outside the State of Delaware, or the Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a) of the General Corporation Law of the State of Delaware.

Section 2.  Annual Meeting.  An annual meeting of the stockholders shall be held on such date and at such time as is specified by the Board of Directors.  At the annual meeting, stockholders shall elect directors and transact such other business as may be properly brought before the annual meeting pursuant to Section 11 of ARTICLE II hereof.  The Board of Directors may postpone, reschedule or cancel any previously scheduled annual meeting of the stockholders.

Section 3.  Special Meetings.  Special meetings of the stockholders may only be called in the manner provided in the Certificate of Incorporation.  Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the Corporation’s

notice of the meeting given by or at the direction of the Board of Directors or by the Secretary (solely to the extent and in the manner provided by the Certificate of Incorporation).  The Board of Directors may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

Section 4.  Notice.

(a) Timing; Contents.  Whenever stockholders are required or permitted to take action at a meeting, notice of each annual and special meeting of stockholders stating the date, time and place, if any, of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different than the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the Board of Directors or by the Secretary (solely to the extent and in the manner provided by the Certificate of Incorporation), to each stockholder of record entitled to vote thereat not less than ten (10) nor more than sixty (60) days before the date of the meeting except as otherwise required by law.

(b) Form of Notice.  All such notices shall be delivered in writing or by a form of electronic transmission if receipt thereof has been consented to by the stockholder to whom the notice is given.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation.  If given by facsimile telecommunication, such notice shall be deemed given when directed to a number at which the stockholder has consented to receive notice by facsimile.  Subject to the limitations of Section 4(d) of this ARTICLE II, if given by electronic transmission, such notice shall be deemed given:  (i) by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (ii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (x) such posting and (y) the giving of such separate notice by United States mail or facsimile transmission; and (iii) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the Secretary or an Assistant Secretary of the Corporation, the transfer agent of the Corporation or any other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c) Waiver of Notice.  Whenever notice is required to be given under any provisions of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the stockholder entitled to notice, or a waiver by electronic transmission by the person or entity entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Neither the business to be transacted at, nor the purpose of, any meeting of stockholders of the Corporation need be specified in any waiver of notice of such meeting.  Attendance of a stockholder of the Corporation at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting at the beginning of the

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meeting to the transaction of any business because the meeting is not lawfully called or convened.

(d) Notice by Electronic Delivery.  Without limiting the manner by which notice otherwise may be given effectively to stockholders of the Corporation pursuant to the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws, any notice to stockholders of the Corporation given by the Corporation under any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder of the Corporation to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation.  Any such consent shall be deemed revoked if:  (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices of meetings or of other business given by the Corporation in accordance with such consent; and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.  For purposes of these Bylaws, except as otherwise limited by applicable law, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 5.  List of Stockholders.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Nothing contained in this section shall require the Corporation to include electronic mail addresses or other electronic contact information on such list.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting:  (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (b) during ordinary business hours, at the principal place of business of the Corporation.  In the event the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.  If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this section or to vote in person or by proxy at any meeting of stockholders.

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Section 6.  Quorum.  Except as otherwise provided by the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws, the holders of a majority in voting power of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy at the meeting, shall constitute a quorum for the transaction of business at all meetings of the stockholders.  If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.  Where a separate vote by a class or classes or series is required by law or by the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of capital stock issued and outstanding and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on the matter.  A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

Section 7.  Adjourned Meetings.  Any meeting of stockholders, annual or special, may be adjourned from time to time to any other time and to any other place by the chairman of the meeting or by the stockholders present or represented at the meeting and entitled to vote thereon, although less than a quorum.  When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.  If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the General Corporation Law of the State of Delaware, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 8.  Vote Required.  When a quorum is present at any meeting of stockholders, the affirmative vote of the holders of a majority in voting power of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall decide any question brought before the meeting (other than the election of directors), unless by express provisions of an applicable law or regulation applicable to the Corporation or its securities or of the rules or regulations of any stock exchange applicable to the Corporation or of the Certificate of Incorporation or of these Bylaws a different or minimum vote is required, in which case such different or minimum vote shall be the applicable vote on the question.  Unless otherwise provided by the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast by the holders of record of capital stock entitled to vote in the election of such directors.

Section 9.  Voting Rights.  Except as otherwise provided by the General Corporation Law of the State of Delaware or the Certificate of Incorporation (including any certificate of designation in respect of any series of preferred stock), each holder of record of capital stock

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shall at every meeting of the stockholders be entitled to one vote for each share of capital stock held by such stockholder on the record date for voting for such meeting.

Section 10.  Proxies Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy executed or transmitted in a manner permitted by applicable law, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.    No shares may be represented or voted under a proxy that has been found to be invalid.

Section 11.  Business Brought Before a Meeting of the Stockholders.

(A) Annual Meetings.

(1) At an annual meeting of the stockholders, only such nominations of persons for election to the Board of Directors shall be considered and such other business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting, nominations and other business must be a proper matter for stockholder action under Delaware law and must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) brought before the meeting by or at the direction of the Board of Directors (or a committee thereof) or (c) otherwise properly brought before the meeting by a stockholder who (i) is a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed or such nomination or nominations are made, only if such beneficial owner is the beneficial owner of shares of the Corporation) both at the time the notice provided for in paragraph (A) of this Section 11 of ARTICLE II is delivered to the Secretary of the Corporation and on the record date for the determination of stockholders entitled to vote at the annual meeting of stockholders, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in paragraph (A) of this Section 11 of ARTICLE II.  For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the preceding sentence, the stockholder must have given timely notice thereof in writing and in proper form to the Secretary of the Corporation.  To be timely, a stockholder’s notice must be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation, not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that there was no annual meeting in the prior year or the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth

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(10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation).  In no event shall any adjournment or postponement of an annual meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.  Notwithstanding anything in this paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased effective after the time period for which nominations would otherwise by due under this paragraph (A)(1) and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by paragraph (A) of this Section 11 of ARTICLE II shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(2) A stockholder’s notice providing for the nomination of a person or persons for election as a director or directors of the Corporation shall set forth (a) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (and for purposes of clauses (ii) through (ix) below, including any interests described therein held by any affiliates or associates (each within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”) for purposes of these Bylaws) of such stockholder or beneficial owner or by any member of such stockholder’s or beneficial owner’s immediate family sharing the same household or Stockholder Associated Person (as defined below), in each case as of the date of such stockholder’s notice, which information shall be confirmed or updated, if necessary, by such stockholder and beneficial owner (x) not later than ten (10) days after the record date for the notice of the meeting to disclose such ownership as of the record date for the notice of the meeting, and (y) not later than eight (8) business days before the meeting or any adjournment or postponement thereof to disclose such ownership as of the date that is ten (10) business days before the meeting or any adjournment or postponement thereof (or if not practicable to provide such updated information not later than eight (8) business days before any adjournment or postponement, on the first practicable date before any such adjournment or postponement)) (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) (provided that a person shall in all events be deemed to beneficially own any shares of any class or series and number of shares of capital stock of the Corporation as to which such person has a right to acquire beneficial ownership at any time in the future) and owned of record by such stockholder or beneficial owner, (iii) the class or series, if any, and number of options, warrants, puts, calls, convertible securities, stock appreciation rights, or similar rights, obligations or commitments with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares or other securities of the Corporation or with a value derived in whole or in part from the value of any class or series of shares or other securities of the Corporation,

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whether or not such instrument, right, obligation or commitment shall be subject to settlement in the underlying class or series of shares or other securities of the Corporation (each a “Derivative Security”), which are, directly or indirectly, beneficially owned by such stockholder or beneficial owner or Stockholder Associated Person, (iv) any agreement, arrangement, understanding, or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder or beneficial owner or any Stockholder Associated Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of capital stock or other securities of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder or beneficial owner or any Stockholder Associated Person with respect to any class or series of capital stock or other securities of the Corporation, or that provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of any class or series or capital stock or other securities of the Corporation, (v) a description of any other direct or indirect opportunity to profit or share in any profit (including any performance-based fees) derived from any increase or decrease in the value of shares or other securities of the Corporation, (vi) any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner or any Stockholder Associated Person has a right to vote any shares or other securities of the Corporation, (vii) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or such beneficial owner or such Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation, (viii) any proportionate interest in shares of the Corporation or Derivative Securities held, directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, if any, (ix) a description of all agreements, arrangements, and understandings between such stockholder or beneficial owner or Stockholder Associated Person and any other person(s) (including the nominee) (including their name(s)) in connection with or related to the ownership or voting of capital stock of the Corporation or Derivative Securities, (x) any other information relating to such stockholder or beneficial owner or Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (xi) a statement as to whether either such stockholder or beneficial owner or Stockholder Associated Person intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to elect such stockholder’s nominees and/or otherwise to solicit proxies from the stockholders in support of such nomination and (xii) a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, and (b) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Exchange Act and the rules and

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regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (ii) a description of all direct and indirect compensation and other material agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder or beneficial owner or Stockholder Associated Person, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (iii) a completed and signed questionnaire regarding the background and qualifications of such person to serve as a director, a copy of which may be obtained upon request to the Secretary of the Corporation, (iv) all information with respect to such person that would be required to be set forth in a stockholder’s notice pursuant to this Section 11 of ARTICLE II if such person were a stockholder or beneficial owner, on whose behalf the nomination was made, submitting a notice providing for the nomination of a person or persons for election as a director or directors of the Corporation in accordance with this Section 11 of ARTICLE II and (v) such additional information that the Corporation may reasonably request to determine the eligibility or qualifications of such person to serve as a director or an independent director of the Corporation, or that could be material to a reasonable stockholder’s understanding of the qualifications and/or independence, or lack thereof, of such nominee as a director.  For purposes of these Bylaws, a “Stockholder Associated Person” of any stockholder means (i) any “affiliate” or “associate” (as those terms are defined in Rule 12b-2 under the Exchange Act) of such stockholder, (ii) any beneficial owner of any stock or other securities of the Corporation owned of record or beneficially by such stockholder, (iii) any person directly or indirectly controlling, controlled by or under common control with any such Stockholder Associated Person referred to in clause (i) or (ii) above and (iv) any person acting in concert in respect of any matter involving the Corporation or its securities with either such stockholder or any beneficial owner of any stock or other securities of the Corporation owned of record or beneficially by such stockholder.

(3) A stockholder’s notice regarding business proposed to be brought before a meeting of stockholders other than the nomination of persons for election to the Board of Directors shall set forth (a) as to the stockholder giving notice and the beneficial owner or Stockholder Associated Person, if any, on whose behalf the proposal is made, the information called for by clauses (a)(i) through (a)(ix) of the immediately preceding paragraph (2) (including any interests described therein held by any affiliates or associates of such stockholder or beneficial owner or by any member of such stockholder’s or beneficial owner’s immediate family sharing the same household, in each case as of the date of such stockholder’s notice, which information shall be confirmed or updated, if necessary, by such stockholder and beneficial owner (x) not later than ten (10) days after the record date for the notice of the meeting to disclose such

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ownership as of the record date for the notice of the meeting, and (y) not later than eight (8) business days before the meeting or any adjournment or postponement thereof to disclose such ownership as of the date that is ten (10) business days before the meeting or any adjournment or postponement thereof (or if not practicable to provide such updated information not later than eight (8) business days before any adjournment or postponement, on the first practicable date before any such adjournment or postponement)), (b) a brief description of (i) the business desired to be brought before such meeting, including the text of any resolution proposed for consideration by the stockholders, (ii) the reasons for conducting such business at the meeting and (iii) any material interest of such stockholder or beneficial owner or Stockholder Associated Person in such business, including a description of all agreements, arrangements and understandings between such stockholder or beneficial owner or Stockholder Associated Person and any other person(s) (including the name(s) of such other person(s)) in connection with or related to the proposal of such business by the stockholder, (c) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is made, (i) a statement as to whether either such stockholder or beneficial owner of Stockholder Associated Person intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to approve the proposal and/or otherwise to solicit proxies from stockholders in support of such proposal and (ii) any other information relating to such stockholder or beneficial owner or Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (d) if the matter such stockholder proposes to bring before any meeting of stockholders involves an amendment to the Corporation’s Bylaws, the specific wording of such proposed amendment, (e) a representation that the stockholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business and (f) such additional information that the Corporation may reasonably request regarding such stockholder or beneficial owner or Stockholder Associated Person, if any, and/or the business that such stockholder proposes to bring before the meeting.  The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(B) Special Meetings of Stockholders.  Special meetings of the stockholders of the Corporation may be called only in the manner set forth in the Certificate of Incorporation.  Only such business shall be conducted at a special meeting of stockholders as is a proper matter for stockholder action under Delaware law and as shall have been brought before the meeting pursuant to the Corporation’s notice of the special meeting given by or at the direction of the Board or by the Secretary (solely to the extent and in the manner provided by the Certificate of Incorporation).  The notice of such special meeting shall include the purpose for which the meeting is called.  Nominations of persons for election to the Board of Directors may be made at

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a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board of Directors or by the Secretary (solely to the extent and in the manner provided by the Certificate of Incorporation) or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (a) is a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination or nominations are made, only if such beneficial owner is the beneficial owner of shares of the Corporation) both at the time the notice provided for in paragraph (B) of this Section 11 of ARTICLE II is delivered to the Corporation’s Secretary and on the record date for the determination of stockholders entitled to vote at the special meeting, (b) is entitled to vote at the meeting and upon such election and (c) complies with the notice procedures set forth in subparagraph (2) of paragraph (A) of this Section 11 of ARTICLE II.  In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 11 of ARTICLE II shall be delivered to the Corporation’s Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.  In no event shall any adjournment, deferral or postponement of a special meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C) General.

(1) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 11 of ARTICLE II shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 11 of ARTICLE II.  Notwithstanding the foregoing provisions of this Section 11 of ARTICLE II, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.  For purposes of this Section 11 of this ARTICLE II, to be considered a “qualified representative” of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce

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such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2) For purposes of this section, “public announcement” shall mean disclosure in a press release reported by Dow Jones News Service, Associated Press or a comparable national news service in the United States or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section 11 of ARTICLE II, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11 of ARTICLE II provided however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 11 (including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B) of this Section 11 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the last sentence of (A)(3), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time).

(4) Nothing in this section shall be deemed to (a) affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, (b) confer upon any stockholder a right to have a nominee or any proposed business included in the Corporation’s proxy statement, or (c) affect any rights of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

(5) Except as otherwise provided by law, the chairman of the meeting of stockholders shall have the power and duty (a) to determine and declare to the meeting that a nomination was not properly made or any business was not properly brought before the meeting, as the case may be, in accordance with the provisions of this Section 11 of ARTICLE II (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(a)(xi) or clause (A)(3)(c)(i), as the case may be, of this Section 11);and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 11, to declare to the meeting that any such nomination or any business not properly brought before the meeting, as the case may be, shall not be transacted.

Section 12.  (a)  Fixing a Record Date for Stockholder Meetings.  In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of

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Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 12 of ARTICLE II at the adjourned meeting.

(b)Fixing a Record Date for Written Consent.  Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 13.  Fixing a Record Date for Other Purposes.  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 14.  Conduct of Meetings.

(a) Generally.  Meetings of stockholders shall be presided over by a chairman designated by the Board of Directors, or in his or her absence, by the Chairman of the Board, if any, or in the absence of the Chairman of the Board, by the Chief Executive Officer, or in the

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absence of the Chief Executive Officer, by the President, or in the absence of the President, by the Chief Financial Officer, or in the absence of all of the foregoing, by the most senior officer of the Corporation present at the meeting.  The Secretary shall act as secretary of the meeting, but in the absence of the Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b) Rules, Regulations and Procedures.  The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate, including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting.  Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following:  (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.  The chairman of the meeting shall announce at the meeting the date and time for when the polls for each matter to be voted upon at the meeting will be opened and closed.  After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.  The chairman of the meeting shall have the power and authority to convene and (for any or no reason) to adjourn the meeting to another place, if any, date and time and/or to recess the meeting.

(c) Inspectors of Elections.  The Corporation may, and to the extent required by law shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting.  Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation.  Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.  The inspector shall have the duties prescribed by law.

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ARTICLE III
DIRECTORS

Section 1.  General Powers.  Except as otherwise provided by the Certificate of Incorporation or the General Corporation Law of the State of Delaware, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 2.  Annual Meetings.  Except as otherwise from time to time determined by resolution of the Board of Directors, an annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place (if any) as, the annual meeting of stockholders.

Section 3.  Regular Meetings and Special Meetings.  Regular meetings, other than the annual meeting, of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the Board of Directors.  Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer or the President (in either case, if such person is a director) or upon the written request of at least a majority of the directors then in office.

Section 4.  Notice of Meetings.  Notice of regular meetings of the Board of Directors need not be given except as otherwise required by law or these Bylaws.  Notice of each special meeting of the Board of Directors, and of each regular and annual meeting of the Board of Directors for which notice shall be required, shall be given by the Secretary as hereinafter provided in this Section 4.  Any such notice shall state the time and place of the meeting.  Notice of any special meeting, and of any regular or annual meeting for which notice is required, shall be given to each director at least (a) 24 hours before the meeting, if the notice is given by telephone, by delivery in person, or sent by telex, telecopy, electronic mail, electronic transmission or similar means or (b) 5 days before the meeting if delivered by mail to the director’s residence or usual place of business.  Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, email or similar means.  Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 5.  Chairman of the Board, Quorum, Required Vote and Adjournment.  The Board of Directors may elect from among its ranks, by the affirmative vote of a majority of the total number of directors then in office, a Chairman of the Board (who shall be the Executive Chair, if such an officer be elected), who shall preside at all meetings of the Board of Directors at which he or she is present and shall have such powers and perform such duties as the Board of Directors may from time to time prescribe.  If the Chairman of the Board is not present at a meeting of the Board of Directors, the Chief Executive Officer shall preside at such meeting (if the Chief Executive Officer is a director and is not also Chairman of the Board), and, if the Chief Executive Officer is not present at such meeting or is not a director, the President shall preside at such meeting (if the President is a director and is not also the Chairman of the Board or the Chief Executive Officer), and, if the President is not present at such meeting or is not a director, a majority of the directors present at such meeting then in office shall elect one of their members

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to so preside.  A majority of the total number of directors shall constitute a quorum for the transaction of business.  Unless by express provision of an applicable law, the Certificate of Incorporation or these Bylaws a different vote is required, the vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6.  Committees.  The Board of Directors (i) may designate one or more committees consisting of one or more of the directors of the Corporation and (ii) shall, during such period of time as any securities of the Corporation are listed on a national securities exchange, designate all committees required by the rules and regulations of such exchange.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.  Except to the extent restricted by applicable law or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors.  Each such committee shall serve at the pleasure of the Board of Directors as may be determined from time to time by resolution adopted by the Board of Directors or as required by the rules and regulations of such exchange, if applicable.  Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors upon request.

Section 7.  Committee Rules.  Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee.  Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum.  All matters shall be determined by a majority vote of the members present.  Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 8.  Telephonic and Other Meetings.  Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in and act at any meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.  Participation by such means shall constitute presence in person at a meeting.

Section 9.  Waiver of Notice.  Any director may waive notice of any meeting of the Board of Directors, or any committee thereof, by a written waiver signed by the director entitled to the notice, or a waiver by electronic transmission by the director entitled to notice, whether before or after the time stated therein.  Attendance of a director at a meeting of the Board of Directors, or of any committee thereof, shall constitute a waiver of notice of such meeting,

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except when the director attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 10.  Action by Written Consent.  Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 11.  Compensation.  The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

Section 12.  Reliance on Books and Records.  A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of such director’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 13.  Resignation.  Any director may resign by delivering a resignation in writing or by electronic transmission to the Corporation.  Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event or events.

ARTICLE IV
OFFICERS

Section 1.  Number, Titles.  Subject to the authority of Chief Executive Officer to appoint officers as set forth in Section 2 of this Article IV, the officers of the Corporation shall be elected by the Board of Directors and may consist of an Executive Chair, a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer, a Chief Operating Officer, one or more Vice Presidents, a Secretary and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors.  Any number of offices may be held by the same person, except that neither the Chief Executive Officer nor the President shall also hold the office of Secretary, and no officer except the Executive Chair, if any, need be a director.  In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable, except that the offices of President and Secretary shall be filled as expeditiously as possible.

Section 2.  Election and Term of Office.  The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting held after each annual meeting of

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stockholders or as soon thereafter as convenient, except that the Chief Executive Officer shall have the authority to appoint one or more Vice Presidents and assistant officers.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.  Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation, removal, disqualification, or retirement as hereinafter provided.

Section 3.  Removal.  Any officer or agent of the Corporation may be removed by the Board of Directors at its sole discretion, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Any officer appointed by the Chief Executive Officer may also be removed by the Chief Executive Officer in his or her sole discretion.

Section 4.  Vacancies.  Any vacancy occurring in any office because of death, resignation, removal, disqualification, retirement or otherwise may be filled by the Board of Directors or the Chief Executive Officer in accordance with Section 2 of this Article IV.

Section 5.  Compensation.  Compensation of all executive officers shall be approved by the Board of Directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Corporation; provided, however, that compensation of some or all executive officers may be determined by a committee established for that purpose if so authorized by the Board of Directors or as required by applicable law or any applicable rule or regulation, including any rule or regulation of any stock exchange upon which the Corporation’s securities are then listed for trading.

Section 6.  Executive Chair.  The Executive Chair, if such an officer be elected, shall be determined by the Board of Directors and shall have the powers and perform the duties incident to that position.  He or she shall preside at all meetings of the Board of Directors and stockholders and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or provided in these Bylaws.  Whenever the Executive Chair is unable to serve, by reason of sickness, absence or otherwise, the Board of Directors may designate another member of the Board of Directors or officer of the Corporation to perform all the duties and responsibilities and exercise all the powers of the Executive Chair.

Section 7.  Chief Executive Officer.  The Chief Executive Officer shall have the powers and perform the duties incident to that position.  Subject to the powers of the Board of Directors, he or she shall be in the general and active charge of the entire business and affairs of the Corporation, and shall be its chief policy making officer.  The Chief Executive Officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or provided in these Bylaws.  If the Board of Directors has not elected or appointed a President or the office of the President is otherwise vacant, and no officer otherwise functions with the powers and duties of the President, then, unless otherwise determined by the Board of Directors, the Chief Executive Officer shall also have all the powers and duties of the President.

Section 8.  The President.  The President shall, subject to the powers of the Board of Directors, have general charge of the business, affairs and property of the Corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or

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permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.  The President shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer or as may be provided in these Bylaws.  If the Board of Directors has not elected or appointed a Chief Executive Officer or the office of Chief Executive Officer is otherwise vacant, then, unless otherwise determined by the Board of Directors, the President shall also have all the powers and duties of the Chief Executive Officer.

Section 9.  The Chief Operating Officer.  The Chief Operating Officer, subject to the powers of the Board of Directors, shall have general charge of the active management of the business of the Corporation; and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The Chief Operating Officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer or as may be provided in these Bylaws.

Section 10.  Vice Presidents.  Each Vice President shall have the powers and duties delegated to him or her by the Board of Directors or the President.  One Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

Section 11.  The Secretary and Assistant Secretaries.  The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors.  He or she shall have charge of the corporate books and shall perform other duties as the Board of Directors may from time to time prescribe.

Any Assistant Secretary, if there is such an officer, shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer, President or the Secretary may from time to time prescribe.  In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors), shall perform the duties and exercise the powers of the Secretary.

Section 12.  The Chief Financial Officer, Treasurer and Assistant Treasurers.  The Chief Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors, the Chief Executive Officer or the President.  The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation.  The Chief Financial Officer shall perform other duties commonly incident to such office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the President shall designate from time to time.  The Chief Executive Officer or President may direct the Treasurer or any Assistant Treasurer, if there is such an officer, to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer shall perform other duties commonly incident to such office and shall also perform such other duties

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and have such other powers as the Board of Directors, the Chief Executive Officer or the President shall designate from time to time.

Section 13.  Other Officers, Assistant Officers and Agents.  Officers, assistant officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors, or, in the case of a Vice President or an assistant officer, as designated from time to time by the Chief Executive Officer.

Section 14.  Delegation of Authority.  The Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

Section 15.  Officers’ Bonds or Other Security.  If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.

Section 16.  Absence or Disability of Officers.  In the case of the absence or disability of any officer of the Corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person selected by it.

ARTICLE V
STOCK

Section 1.  Form.  The shares of stock of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by, (i) the Chairman of the Board, or the President or Vice President and (ii) the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary.  Any or all signatures on any such certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed, whose facsimile signature has been used on or who has duly affixed a facsimile signature or signatures to any such certificate or certificates shall cease to be such officer, transfer agent or registrar of the Corporation whether because of death, resignation or otherwise before such certificate or certificates have been issued by the Corporation, such certificate or certificates may nevertheless be issued as though the person or persons who signed such certificate or certificates, whose facsimile signature or signatures have been used thereon or who duly affixed a facsimile signature or signatures thereon had not ceased to be such officer, transfer agent or registrar of the Corporation.  All certificates for shares shall be consecutively numbered or otherwise identified.

Section 2.  Transfers of Stock.  Transfers of shares of stock of the Corporation shall be made only on the stock record of the Corporation by the holder of record thereof or by his, her or its attorney thereunto authorized by the power of attorney duly executed and filed with the

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Secretary of the Corporation or the transfer agent thereof.  Certificated shares, if any, shall be transferred only upon surrender of the certificate or certificates representing such shares, properly endorsed or accompanied by a duly executed stock transfer power.  Uncertificated shares shall be transferred by delivery of a duly executed stock transfer power.  Registration of transfer of any shares shall be subject to applicable provisions of the Certificate of Incorporation and applicable law with respect to the transfer of such shares.  The Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue and transfer of shares of stock of the Corporation.

Section 3.  Transfer Agent.  The Board of Directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Corporation.

Section 4.  Lost, Stolen or Destroyed Certificates.  The Corporation may issue or direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, or of uncertificated shares, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.  Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock of the Corporation to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner of such shares.  The Corporation shall not be bound to recognize any equitable or other claim to or interest in any such shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VI
GENERAL PROVISIONS

Section 1.  Dividends.  Subject to the provisions of the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors in accordance with applicable law.  Dividends may be paid in cash, in property, in shares of the capital stock or in any combination thereof, subject to the provisions of applicable law and the Certificate of Incorporation.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the

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interests of the Corporation.  The Board of Directors may modify or abolish any such reserves in the manner in which it was created.

Section 2.  Contracts.  In addition to the powers otherwise granted to officers pursuant to ARTICLE IV hereof, the Board of Directors may authorize any officer or officers, or any agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Section 3.  Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4.  Corporate Seal.  The Board of Directors may provide a corporate seal which shall be in the form as the Board of Directors shall from time to time determine.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.  Notwithstanding the foregoing, no seal shall be required by virtue of this section.

Section 5.  Voting Securities Owned By Corporation.  Voting securities in any other entity held by the Corporation shall be voted (or consents in writing may be provided in respect thereof) by the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Secretary or any Vice President, unless the Board of Directors specifically confers authority to vote (or express consent in writing) with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer.  Any person authorized to vote or express consent with respect to such securities shall have the power to appoint proxies, with general power of substitution.

Section 6.  Inspection of Books and Records.  Subject to applicable law, the Board of Directors shall have power from time to time to determine to what extent and at what times and places and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by the laws of the State of Delaware.

Section 7.  Time Periods.  Unless otherwise provided by applicable law, in applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

Section 8.  Section Headings.  Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 9.  Inconsistent Provisions.  In the event that any provision (or part thereof) of these Bylaws is or becomes inconsistent with any provision (or part thereof) of the Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable

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law, the provision (or part thereof) of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VII
INDEMNIFICATION

Section 1.  Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as an employee or agent of the Corporation or as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), and any other penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer of the Corporation (or has ceased to serve, at the request of the Corporation, as an employee or agent of the Corporation or as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan) and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this ARTICLE VII with respect to proceedings to enforce rights to indemnification or advancement of expenses, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized in the first instance by the Board of Directors of the Corporation.  The right to indemnification conferred in this Section 1 of this ARTICLE VII shall be a contract right and shall include the obligation of the Corporation to pay, to the fullest extent permitted by law, the expenses incurred in defending any such proceeding in advance of its final disposition (an “advancement of expenses”); provided, however, that an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 or otherwise.  The Corporation may, by action of its Board of Directors, provide indemnification and advancement of expenses to employees and agents of the

22

Corporation with the same or lesser scope and effect as the foregoing indemnification and advancement of expenses of directors and officers.

Section 2.  Procedure for Indemnification.  If a claim for indemnification under this ARTICLE VII (which may only be made following the final disposition of such proceeding) is not paid in full within sixty days after the Corporation has received a claim therefor by the indemnitee, or if a claim for any advancement of expenses under this ARTICLE VII is not paid in full within thirty days after the Corporation has received a statement or statements requesting such amounts to be advanced (provided that the indemnitee has delivered the undertaking contemplated by Section 1 of this ARTICLE VII), the indemnitee shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim.  Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification or advancement of expenses, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by law.  It shall be a defense to any action by a director or officer for indemnification or the advancement of expenses (other than an action brought to enforce a claim for the advancement of expenses where the undertaking required pursuant to Section 1 of this ARTICLE VII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.  The procedure for indemnification of other employees and agents of the Corporation for whom indemnification and advancement of expenses is provided pursuant to Section 1 of this ARTICLE VII shall be the same procedure set forth in this Section 2 for directors or officers of the Corporation, unless otherwise set forth in the action of the Board of Directors providing indemnification and advancement of expenses for such employees or agents of the Corporation.

Section 3.  Insurance.  The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the General Corporation Law of the State of Delaware.

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Section 4.  Service for Subsidiaries.  Any person serving as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture or other enterprise, at least 50% of whose equity interests are owned directly or indirectly by the Corporation (a “subsidiary” for this ARTICLE VII) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 5.  Reliance.  To the fullest extent permitted by law, persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnification, advancement of expenses and other rights contained in this ARTICLE VII in entering into or continuing such service.  To the fullest extent permitted by law, the rights to indemnification and to the advancement of expenses conferred in this ARTICLE VII shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 6.  Other Rights; Continuation of Rights to Indemnification.  The rights to indemnification and to the advancement of expenses conferred in this ARTICLE VII shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation, these Bylaws or under any statute, agreement, vote of stockholders or disinterested directors or otherwise.  All rights to indemnification and to the advancement of expenses under this ARTICLE VII shall be deemed to be a contract between the Corporation and each indemnitee who serves or served in such capacity at any time while this ARTICLE VII is in effect.  Any repeal or modification of this ARTICLE VII or any repeal or modification of relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall not in any way diminish any rights to indemnification and advancement of expenses of such indemnitee or the obligations of the Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such repeal or modification.

Section 7.  Merger or Consolidation.  For purposes of this ARTICLE VII, references to the “Corporation” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this ARTICLE VII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 8.  Savings Clause.  If this ARTICLE VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled to indemnification or advancement of expenses under Section 1 of this ARTICLE VII as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes

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and penalties, and any other penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification or advancement of expenses is available to such person pursuant to this ARTICLE VII to the fullest extent permitted by any applicable portion of this ARTICLE VII that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VIII
AMENDMENTS

These Bylaws may be amended, altered, changed or repealed or new Bylaws adopted only in accordance with Article Eight, Section 2 of the Certificate of Incorporation.

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EX-4.1

Exhibit 4.1

COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC BROOKLYN, NY TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE DATED: NUMBER PRESS GANEY HOLDINGS, Inc. C O M M O N S T O C K transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT: IS THE OWNER OF SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 74113L 10 2 SHARES FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.01 PAR VALUE EACH OF PRESS GANEY HOLDINGS, INC. GENERAL COUNSEL AND CORPORATE SECRETARY PRESIDENT & CHIEF OPERATING OFFICER SPECIMEN SPECIMEN SPECIMEN

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants in common Act (State) Additional abbreviations may also be used though not in the above list. For Value Received, _____________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. COLUMBIA PRINTING SERVICES, LLC - www.stockinformation.com Signature(s) Guaranteed By The Signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program), pursuant to SEC Rule 17Ad-15. THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE.

EX-5.1

Exhibit 5.1

	53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200  Fax: +1.212.751.4864 www.lw.com
	FIRM / AFFILIATE OFFICES
	Abu Dhabi	Milan
	Barcelona	Moscow
	Beijing	Munich
	Boston	New Jersey
	Brussels	New York
	Century City	Orange County
	Chicago	Paris
	Doha	Riyadh
	Dubai	Rome
	Düsseldorf	San Diego
	Frankfurt	San Francisco
	Hamburg	Shanghai
	Hong Kong	Silicon Valley
May 11, 2015	Houston	Singapore
	London	Tokyo
Press Ganey Holdings, Inc.	Los Angeles	Washington, D.C.
401 Edgewater Place	Madrid

Suite 500

Wakefield, Massachusetts 01880

Re:  Registration Statement No. 333-203248; 10,235,000 shares of Common Stock, $0.01 par value per share

Ladies and Gentlemen:

We have acted as special counsel to Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 10,235,000 shares (including shares subject to the underwriters’ option to purchase additional shares) of common stock, $0.01 par value per share (the “Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on April 6, 2015 (Registration No. 333-203248) (as amended, the “Registration Statement”).  The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement.  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by

the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.  In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.”  We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

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EX-10.5

Exhibit 10.5

INDEMNIFICATION AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of                             , 2015 by and between Press Ganey Holdings, Inc., a Delaware corporation, (the “Company”), and                              (“Indemnitee”).

RECITALS:

WHEREAS, directors, officers, and other individuals in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, highly competent individuals have become more reluctant to serve as directors or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such individuals is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such individuals that there will be increased certainty of such protection in the future;

WHEREAS, (i) the Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the Bylaws of the Company (the “Bylaws”) require indemnification of the officers and directors of the Company, (ii) Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”) and (iii) the Certificate of Incorporation, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other Persons with respect to indemnification;

WHEREAS, this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder, and

WHEREAS, (i) Indemnitee may not regard the protection available under the Certificate of Incorporation, Bylaws and insurance as adequate in the present circumstances, (ii) Indemnitee may not be willing to serve or continue to serve as an officer or director without adequate protection, (iii) the Company desires Indemnitee to serve in such capacity, and (iv) Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.Definitions.

(a)As used in this Agreement:

“Affiliate” of any specified Person shall mean any other Person controlling, controlled by or under common control with such specified Person.

“Corporate Status” describes the Indemnitee’s past, present or future status as a director, officer, fiduciary, trustee, employee or agent of (i) the Company or (ii) any other Enterprise of which such Person is or was serving at the request of the Company.

“Disinterested Director” means a director of the Company who is not or was not a party to a Proceeding in respect of which indemnification is sought by Indemnitee.

“Enterprise” shall mean the Company and any of its subsidiaries and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent, fiduciary or trustee.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Expenses” shall mean all reasonable direct and indirect costs, expenses, fees and charges (including without limitation attorneys’ fees, retainers, court costs, transcript costs, fees and cost of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding.  Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of respect of or relating to, any Proceeding, including without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any United States federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing.

“Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

“Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent:  (i) the Company or Indemnitee in any matter

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material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

“Liabilities” means all claims, liabilities, damages, losses, judgments (including pre- and post-judgment interest), orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and Expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.

“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.

“Proceeding” shall mean any actual threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, litigation, inquiry, administrative hearing or any other actual, threatened, pending or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other United States federal law, state law, statute or regulation), whether brought by or in the name or right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case, in which Indemnitee was, is or will be, or is threatened to be, involved as a party, witness or otherwise by reason of the Indemnitee’s Corporate Status, or by reason of any actual or alleged action taken by Indemnitee or of any inaction on Indemnitee’s part while having any Corporate Status, in each case, whether or not serving in such capacity at the time any Liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement.

“Sponsor Entities” means (i) Vestar Capital Partners V, L.P., Vestar Capital Partners V-A, L.P., Vestar Capital Partners V-B, L.P., Vestar Executives V, L.P., Vestar Employees V, L.P., Vestar Co-Invest V, L.P., and Vestar Investors V, L.P. (collectively, the “Vestar Investors”); and (ii) any Affiliate of any Person referenced in the preceding clause (i); provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

(b)For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, fiduciary, trustee, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, fiduciary, trustee, employee or agent with respect to an employee benefit plan, its participants or

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beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 2.Indemnity in Third-Party Proceedings.  The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Liabilities and Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the name or right of the Company to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his conduct was unlawful.

Section 3.Indemnity in Proceedings by or in the Right of the Company.  The Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by applicable law, from and against all Expenses suffered or incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the name or right of the Company to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  No indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (“Delaware Chancery Court”) or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 4.Indemnification for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, to the fullest extent permitted by applicable law, to the extent that Indemnitee is wholly successful in any Proceeding or Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise (including settlement thereof), as to one or more but less than all claims, issues or matters in such Proceeding, then the Company shall indemnify Indemnitee against all Liabilities and Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding or claim, issue or matter in such a Proceeding.  For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by settlement, entry of a plea of nolo contendere or by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 5.Indemnification For Expenses as a Witness.  Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, or is compelled to produce documents or other evidence pursuant to a subpoena or other legal compulsion, he shall be indemnified against all Liabilities and Expenses suffered or incurred by him or on his behalf in connection therewith.

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Section 6.Additional Indemnification.

(a)Notwithstanding any limitation in Sections 2, 3, or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the name or right of the Company to procure a judgment in its favor) against all Liabilities and Expenses suffered or incurred by Indemnitee in connection with such Proceeding:

i.to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

ii.to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

(b)Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification in connection with any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; provided, however, that this Section 6(b) shall not negate Indemnitee’s right to the advancement of Expenses unless and to the extent that the Company reasonably determines that Indemnitee violated Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws and must disgorge profits in connection with such violation; further provided, however, that notwithstanding anything to the contrary stated or implied in this Section, indemnification pursuant to this Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any a final, non-appealable judgment, by a court of competent jurisdiction, that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of any federal, state or local laws.

Section 7.Advances of Expenses.  In accordance with the Certificate of Incorporation, the Bylaws, and notwithstanding any other provision of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made no later than thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding.  Advances shall be unsecured and interest-free.  Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.  Advances shall include any and all Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.  The Indemnitee shall qualify for advances upon the execution and delivery to

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the Company of this Agreement.  Indemnitee agrees to repay any amounts advanced if any allegation of fraud or dishonesty is proved against Indemnitee.

Section 8.Procedure for Notification and Defense of Claim.

(a)Indemnitee shall notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof.  The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding.  To obtain indemnification or advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, including therein or therewith such documentation and information as is reasonably available to Indemnitee. Subject to Section 10, upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. Any delay or failure by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.  The Secretary of the Company shall, promptly upon receipt of such a request for indemnification or advancement of Expenses, advise the Board in writing that Indemnitee has made such a request.

(b)In the event Indemnitee is entitled to indemnification or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld, conditioned or delayed) to represent Indemnitee in, and with respect to, such Proceeding, at the sole expense of the Company, or (ii) have the Company assume the defense of Indemnitee in such Proceeding, in which case the Company shall assume the defense of such Proceeding with counsel selected by the Company and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of the Company’s receipt of written notice of Indemnitee’s election to cause the Company to do so.  If the Company is required to assume the defense of any such Proceeding, it shall engage legal counsel for such defense, and the Company shall be solely responsible for all fees and Expenses of such legal counsel and otherwise of such defense.  Such legal counsel may represent both Indemnitee and the Company (and/or any other party or parties entitled to be indemnified by the Company with respect to such matter) unless, in the reasonable opinion of Indemnitee (after consultation with legal counsel), there is an actual or potential conflict of interest between Indemnitee and the Company (or any other such party or parties) or there are legal defenses available to Indemnitee that are not available to the Company (or any such other party or parties).  Notwithstanding either party’s assumption of responsibility for defense of a Proceeding, each party shall have the right to engage separate counsel at its own expense.  The party having responsibility for defense of a Proceeding shall provide the other party and its counsel with all copies of pleadings and material correspondence relating to the Proceeding.  Indemnitee and the Company shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether the Company or

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Indemnitee assumes the defense thereof.  Indemnitee may not settle or compromise any Proceeding without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.  The Company may not settle or compromise any Proceeding without the prior written consent of Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 9.Procedure Upon Application for Indemnification.

(a)Upon written request by Indemnitee for indemnification pursuant to Section 8(a), subject to Section 10, the Company shall advance all reasonable fees and Expenses necessary to defend against a claim.   If any determination by the Company is required by applicable law with respect to Indemnitee’s ultimate entitlement to indemnification, such determination shall be made by the following Person or Persons who shall be empowered to make such determination:

(i)the Board, by a majority vote of the Disinterested Directors; or

(ii)if such vote is not obtainable or, even if obtainable, if such Disinterested Directors so direct by majority vote, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee.

For the purposes of Section 9(a)(ii), Independent Counsel shall be selected by the Board and approved by the Indemnitee. Upon failure of the Board to so select such Independent Counsel or upon failure of the Indemnitee to so approve, such Independent Counsel shall be selected by a single arbitrator pursuant to the rules of the American Arbitration Association. Such determination of entitlement shall be made no later than thirty (30) days after receipt of Indemnitee’s written request for indemnification pursuant to this Agreement.  Indemnitee shall cooperate with the Person or Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such Person or Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Subject to Section 10, any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Person or Persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.  The Company will not deny any written request for indemnification hereunder made by Indemnitee unless an adverse determination as to Indemnitee’s entitlement to such indemnification described in this Section 9(a) has been made.  The Company agrees to pay the reasonable fees and Expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, Liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.  The Company shall be bound by and shall have no right to challenge a favorable determination of Indemnitee’s entitlements.

(b)In the event any determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(a) hereof, (i) the Independent Counsel shall be selected by the Company within ten (10) days of the Submission Date (as defined below) (the

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cost of each such counsel to be paid by the Company), (ii) the Company shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company Indemnitee’s written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement.  Absent a timely objection, the Person so selected shall act as Independent Counsel.  If a written objection is so made by Indemnitee, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit.  If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of the Company and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel.  Upon the due commencement of any judicial Proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding; provided that, in absence of any such determination with respect to such Proceeding, the Company shall pay Liabilities and advance Expenses with respect to such Proceeding as if the Company had determined the Indemnitee to be entitled to indemnification and advancement of Expenses with respect to such Proceeding.

Section 10.Limitation of Indemnification. Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

Section 11.Presumptions and Effect of Certain Proceedings.

(a)In making a determination with respect to entitlement to indemnification hereunder, the Person or Persons making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any Person or Persons of any determination contrary to that presumption.  Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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(b)If the Person or Persons empowered or selected under Section 9 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent a prohibition of such indemnification under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to the Company’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee is not entitled to indemnification under this Agreement.

(d)Reliance as Safe Harbor.  For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers, employees, boards (or committees thereof) or agents of the Enterprise in the course of their duties, or on the advice of legal counsel or other advisors (including financial advisors and accountants) for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, actuary or other expert or advisor selected with reasonable care by the Enterprise.  The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e)Actions of Others.  The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 9(a) of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(a) of this Agreement within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 4 or 5 or the second to last sentence of Section 9(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other

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Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Chancery Court of Indemnitee’s entitlement to such indemnification and/or advancement of Expenses.  Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial Proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.  In any judicial Proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c)If a determination shall have been made pursuant to Section 9(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial Proceeding or arbitration commenced pursuant to this Section 12, absent a prohibition of such indemnification under applicable law.

(d)The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial Proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.  It is the intent of the Company that the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action or Proceeding brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement, any other agreement, the Certificate of Incorporation, or the Bylaws, or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

Section 13.Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a)The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the

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Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal.  To the extent that a change in Delaware Law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Certificate of Incorporation, the Bylaws and/or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity).  The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any Proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases (1) any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) from any claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid by the Company hereunder; and (2) any right to participate in any claim or remedy of Indemnitee against any Sponsor Entity (or former Sponsor Entity), whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Sponsor Entity (or former Sponsor Entity), directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.  In the event any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any insurance policy provided under this Agreement, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement.  In no event will

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payment of an Indemnity Obligation of the Company under this Agreement by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity).  Any indemnification and/or insurance or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) with respect to any liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person is specifically in excess over any Indemnity Obligation of the Company or any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement, and any obligation to provide indemnification and/or insurance or advance Expenses of any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) shall be reduced by any amount that Indemnitee collects from the Company as an indemnification payment or advancement of Expenses pursuant to this Agreement.

(c)To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, fiduciaries, trustees or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, fiduciary, trustee or agent under such policy or policies.  If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d)In the event of any payment under this Agreement, the Company shall not be subrogated to and hereby waives any rights to be subrogated to any rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other Person or Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) as well as any rights to contribution that might otherwise exist; provided, however, that the Company shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of the Company or any of its subsidiaries.

(e)The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.

Section 14.Duration of Agreement; Not Employment Contract.  This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators.  The Company shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written

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agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.  This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.  Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director of the Company, by the Certificate of Incorporation, the Bylaws and the DGCL.

Section 15.Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 16.Enforcement.

(a)The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer, employee, fiduciary, trustee or agent of the Company or (at the request of the Company) any other Enterprise.

(b)This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder.

(c)The parties hereto agree that each party hereto may enforce this Agreement by seeking specific performance hereof, without any necessity of showing irreparable harm or posting a bond, which requirements are hereby waived, and that by seeking specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be entitled.

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Section 17.Modification and Waiver.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties hereto.  Except as otherwise expressly provided herein, the rights of a party hereunder (including the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party, and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18.Notices.   All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a)If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(b)If to the Company to

Press Ganey Holdings, Inc.
401 Edgewater Place, Suite 500
Wakefield, Massachusetts 01880
Attention:   General Counsel

with a copy (which shall not constitute notice) to:

Vestar Capital Partners, Inc.
245 Park Avenue, 41st Floor
New York, NY 10167
Attention:   [Indemnitee]

and

Latham & Watkins LLP

885 Third Avenue
New York, NY 10022
Attention:Peter N. Handrinos

or to any other address as may have been furnished to Indemnitee by the Company.

Section 19.Contribution.  To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason

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whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company and any other Enterprise (and their other respective directors, officers, employees, fiduciaries, trustees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 20.Applicable Law and Consent to Jurisdiction.  This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or Proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Chancery Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Chancery Court for purposes of any action or Proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or Proceeding in the Delaware Chancery Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or Proceeding brought in the Delaware Chancery Court has been brought in an improper or inconvenient forum.

Section 21.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 22.Third-Party Beneficiaries.  The Sponsor Entities are intended third-party beneficiaries of this Agreement.

Section 23.Miscellaneous.  Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

PRESS GANEY HOLDINGS, INC.
By:
Name:
Title:
INDEMNITEE
Name:	[                  ]
Address:	[                  ]
	[                  ]
	[                  ]

Signature Page to Indemnification Agreement

EX-10.9.1

Exhibit 10.9.1

PRESS GANEY HOLDINGS, INC.
2015 INCENTIVE AWARD PLAN

ARTICLE I.
PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities.  Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.
ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.
ADMINISTRATION AND DELEGATION

3.1Administration.  The Plan is administered by the Administrator.  The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan.  The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable.  The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards.  The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.

3.2Appointment of Committees.  To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees.  The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.

ARTICLE IV.
STOCK AVAILABLE FOR AWARDS

4.1Number of Shares.  Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the Plan covering up to the Overall Share Limit.  Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

4.2Share Recycling.  If all or any part of an Award expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will again be available for Award grants under the Plan.  Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation (including Shares retained by the

Company from the Award being exercised or purchased and/or creating the tax obligation) will again be available for Award grants under the Plan.  The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards will not count against the Overall Share Limit.

4.3Incentive Stock Option Limitations.  Notwithstanding anything to the contrary herein, no more than 7,120,000 Shares may be issued pursuant to the exercise of Incentive Stock Options.

4.4Substitute Awards.  In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate.  Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan.  Substitute Awards will not count against the Overall Share Limit, except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan.

4.5Non-Employee Director Award Limit.  Notwithstanding any provision to the contrary in the Plan, the maximum aggregate grant date fair value (as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $500,000.

ARTICLE V.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

5.1General.  The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including Section 9.9 with respect to Incentive Stock Options.  The Administrator will determine the number of Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right.  A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.

5.2Exercise Price.  The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award Agreement.  The exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Stock Appreciation Right.

5.3Duration of Options.  Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that the term of an Option or Stock Appreciation Right will not exceed ten years.

5.4Exercise.  Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is

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exercised and (ii) as specified in Section 9.5 for any applicable taxes.  Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.

5.5Payment Upon Exercise.  The exercise price of an Option must be paid in cash, wire transfer of immediately available funds or by check payable to the order of the Company or, subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws, by:

(a)if there is a public market for Shares at the time of exercise, unless the Administrator otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;

(b)to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;

(c)to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;

(d)to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or

(e)any combination of the above permitted payment forms (including cash, wire transfer or check).

ARTICLE VI.
RESTRICTED STOCK; RESTRICTED STOCK UNITS

6.1General.  The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award.  In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement.  The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan.

6.2Restricted Stock.

(a)Dividends.  Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement.  In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid.

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(b)Stock Certificates.  The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.

6.3Restricted Stock Units.

(a)Settlement.  The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A.

(b)Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.

(c)Dividend Equivalents.  If the Administrator provides, a grant of Restricted Stock Units may provide a Participant with the right to receive Dividend Equivalents.  Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.

ARTICLE VII.
OTHER STOCK OR CASH BASED AWARDS

Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled.  Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines.  Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.

ARTICLE VIII.
ADJUSTMENTS FOR CHANGES IN COMMON STOCK
AND CERTAIN OTHER EVENTS

8.1Equity Restructuring    In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants.  The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.

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8.2Corporate Transactions.  In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:

(a)To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;

(b)To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

(c)To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;

(d)To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;

(e)To replace such Award with other rights or property selected by the Administrator; and/or

(f)To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

8.3Administrative Stand Still.  In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities

5

offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such transaction.

8.4General.  Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation.  Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price.  The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares.  The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.

ARTICLE IX.
GENERAL PROVISIONS APPLICABLE TO AWARDS

9.1Transferability.  Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant.  References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.

9.2Documentation.  Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.

9.3Discretion.  Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award.  The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

9.4Termination of Status.  The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.

9.5Withholding.  Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability.  The Company may, to the extent Applicable Laws permit, deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates from any payment of any kind otherwise due to a Participant. Participants may satisfy such tax obligations in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company, or subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws, (i) to the extent permitted by the Administrator,

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in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value, (ii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Administrator otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator, or (iii) any combination of the foregoing permitted payment forms (including cash, wire transfer or check).  If any tax withholding obligation will be satisfied under clause (i) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.

9.6Amendment of Award; Repricing.  The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Stock Option.  The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Article VIII or pursuant to Section 10.6.  Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator may, without the approval of the stockholders of the Company, reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation Rights.

9.7Conditions on Delivery of Stock.  The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws.  The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

9.8Acceleration.  The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.

9.9Additional Terms of Incentive Stock Options.  The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code.  If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years.  All

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Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code.  By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer.  Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code.  Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.

ARTICLE X.
MISCELLANEOUS

10.1No Right to Employment or Other Status.  No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company.  The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.

10.2No Rights as Stockholder; Certificates.  Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares.  Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).  The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.

10.3Effective Date and Term of Plan.  The Plan will become effective on the day prior to the Public Trading Date and will remain in effect until the tenth anniversary of such date, unless earlier terminated by the Board.  No Awards may be granted under the Plan during any suspension period or after Plan termination.  Notwithstanding anything in the Plan to the contrary, an Incentive Stock Option may not be granted under the Plan after ten years from the earlier of (i) the date the Board adopted the Plan or (ii) the date the Company’s stockholders approved the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan.  If the Plan is not approved by the Company’s stockholders, (i) it will not become effective and (ii) no Awards will be granted hereunder.

10.4Amendment of Plan.  The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent.  Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination.  The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.

10.5Provisions for Foreign Participants.  The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or

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procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

10.6Section 409A.

(a)General.  The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply.  Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date.  The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise.  The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

(b)Separation from Service.  If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship.  For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”

(c)Payments to Specified Employees.  Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest).  Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

10.7Limitations on Liability.  Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary.  The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability

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(including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.

10.8Lock-Up Period.  The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to one hundred eighty days following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.

10.9Data Privacy.  As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this paragraph by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan.  The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”).  The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management.  These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country.  By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares.  The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan.  A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without cost, by contacting the local human resources representative.  The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 10.9.  For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

10.10Severability.  If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

10.11Governing Documents.  If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.

10.12Governing Law.  The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

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10.13Claw-back Provisions.  All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.

10.14Titles and Headings.  The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

10.15Conformity to Securities Laws.  Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws.  Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws.  To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

10.16Relationship to Other Benefits.  No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.

10.17Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.

ARTICLE XI.
DEFINITIONS

As used in the Plan, the following words and phrases will have the following meanings:

11.1“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.

11.2“Applicable Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted.

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11.3“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Other Stock or Cash Based Awards.

11.4“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

11.5“Board” means the Board of Directors of the Company.

11.6“Change in Control” means and includes each of the following:

(a)A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b)During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c)The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

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Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

11.7“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

11.8“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit.  To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

11.9“Common Stock” means the common stock of the Company.

11.10“Company” means Press Ganey Holdings, Inc., a Delaware corporation, or any successor.

11.11“Consultant” means any person, including any adviser, engaged by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.

11.12“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated.  Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.

11.13“Director” means a Board member.

11.14“Disability” means a permanent and total disability under Section 22(e)(3) of the Code, as amended.

11.15“Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

11.16“Employee” means any employee of the Company or its Subsidiaries.

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11.17“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

11.18“Exchange Act” means the Securities Exchange Act of 1934, as amended.

11.19“Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Common Stock, the Administrator will determine the Fair Market Value in its discretion.

11.20“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.

11.21“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

11.22“Non-Qualified Stock Option” means an Option not intended or not qualifying as an Incentive Stock Option.

11.23“Option” means an option to purchase Shares.

11.24“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.

11.25“Overall Share Limit” means 7,120,000 Shares.

11.26“Participant” means a Service Provider who has been granted an Award.

11.27“Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or

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dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease, peer group results, or market performance indicators or indices.

11.28“Plan” means this 2015 Incentive Award Plan.

11.29“Public Trading Date” means the first date upon which the Common Stock is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system, or, if earlier, the date on which the Company becomes a “publicly held corporation” for purposes of Treasury Regulation Section 1.162-27(c)(1).

11.30“Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.

11.31“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.

11.32“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.

11.33“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.

11.34“Securities Act” means the Securities Act of 1933, as amended.

11.35“Service Provider” means an Employee, Consultant or Director.

11.36“Shares” means shares of Common Stock.

11.37“Stock Appreciation Right” means a stock appreciation right granted under Article V.

11.38“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

11.39“Termination of Service” means the date the Participant ceases to be a Service Provider.

* * * * *

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EX-10.9.2

Exhibit 10.9.2

PRESS GANEY HOLDINGS, INC.
2015 INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE

Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of Press Ganey Holdings, Inc. (the “Company”).

The Company has granted to the participant listed below (“Participant”) the stock option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Stock Option Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:
Grant Date:
Exercise Price per Share:
Shares Subject to the Option:
Final Expiration Date:
Vesting Commencement Date:
Vesting Schedule:	[To be specified in individual award agreements]
Type of Option	o Incentive Stock Option o Non-Qualified Stock Option

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement.  Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement.  Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

PRESS GANEY HOLDINGS, INC.	PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:

Exhibit A

STOCK OPTION AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.
GENERAL

1.1          Grant of Option.  The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).

1.2          Incorporation of Terms of Plan.  The Option is subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

ARTICLE II.
PERIOD OF EXERCISABILITY

2.1          Commencement of Exercisability.  The Option will vest and become exercisable according to the vesting schedule in the Grant Notice (the “Vesting Schedule”) except that any fraction of a Share as to which the Option would be vested or exercisable will be accumulated and will vest and become exercisable only when a whole Share has accumulated.  Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, unless the Administrator otherwise determines, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participant’s Termination of Service for any reason.

2.2          Duration of Exercisability.  The Vesting Schedule is cumulative.  Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires.  The Option will be forfeited immediately upon its expiration.

2.3          Expiration of Option.  The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:

(a)           The final expiration date in the Grant Notice;

(b)           Except as the Administrator may otherwise approve, the expiration of three (3) months from the date of Participant’s Termination of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s death or Disability;

(c)           Except as the Administrator may otherwise approve, the expiration of one (1) year from the date of Participant’s Termination of Service by reason of Participant’s death or Disability; and

(d)           Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause.

As used in this Agreement, “Cause” means (i) if Participant is a party to a written employment or consulting agreement with the Company or its Subsidiary in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that Participant failed to substantially perform Participant’s duties (other than a failure resulting from Participant’s Disability); (B) the Administrator’s

determination that Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or Participant’s immediate supervisor; (C) Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offense or crime involving moral turpitude; (D) Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Subsidiaries or while performing Participant’s duties and responsibilities for the Company or any of its Subsidiaries; or (E) Participant’s commission of an act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries.

ARTICLE III.
EXERCISE OF OPTION

3.1          Person Eligible to Exercise.  During Participant’s lifetime, only Participant may exercise the Option.  After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary as provided in the Plan.

3.2          Partial Exercise.  Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.

3.3          Tax Withholding.

(a)           The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Option.

(b)           Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option.  Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares.  The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability.

ARTICLE IV.
OTHER PROVISIONS

4.1          Adjustments.  Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.2          Notices.  Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number.  Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files.  By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party.  Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post

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office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3          Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4          Conformity to Securities Laws.  Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5          Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6          Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule.  To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.7          Entire Agreement.  The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.8          Agreement Severable.  In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.9          Limitation on Participant’s Rights.  Participation in the Plan confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust.  Neither the Plan nor any underlying program, in and of itself, has any assets.  Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.

4.10        Not a Contract of Employment.  Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant

4.11        Counterparts.  The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

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4.12        Incentive Stock Options.  If the Option is designated as an Incentive Stock Option:

(a)           Participant acknowledges that to the extent the aggregate fair market value of shares (determined as of the time the option with respect to the shares is granted) with respect to which stock options intended to qualify as “incentive stock options” under Section 422 of the Code, including the Option, are exercisable for the first time by Participant during any calendar year exceeds $100,000 or if for any other reason such stock options do not qualify or cease to qualify for treatment as “incentive stock options” under Section 422 of the Code, such stock options (including the Option) will be treated as non-qualified stock options.  Participant further acknowledges that the rule set forth in the preceding sentence will be applied by taking the Option and other stock options into account in the order in which they were granted, as determined under Section 422(d) of the Code.  Participant also acknowledges that if the Option is exercised more than three (3) months after Participant’s Termination of Service, other than by reason of death or disability, the Option will be taxed as a Non-Qualified Stock Option.

(b)           Participant will give prompt written notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or other transfer is made (a) within two (2) years from the Grant Date or (b) within one (1) year after the transfer of such Shares to Participant.  Such notice will specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

* * * * *

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EX-10.9.3

Exhibit 10.9.3

PRESS GANEY HOLDINGS, INC.
2015 INCENTIVE AWARD PLAN

RESTRICTED STOCK GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of Press Ganey Holdings, Inc. (the “Company”).

The Company has granted to the participant listed below (“Participant”) the shares of Restricted Stock described in this Grant Notice (the “Restricted Shares”), subject to the terms and conditions of the Plan and the Restricted Stock Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:
Grant Date:
Number of Restricted Shares:
Vesting Commencement Date:
Vesting Schedule:	[To be specified in individual award agreements]

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

PRESS GANEY HOLDINGS, INC.	PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:

Exhibit A

RESTRICTED STOCK AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.
GENERAL

1.1          Issuance of Restricted Shares.  The Company will issue the Restricted Shares to the Participant effective as of the grant date set forth in the Grant Notice and will cause (a) a stock certificate or certificates representing the Restricted Shares to be registered in Participant’s name or (b) the Restricted Shares to be held in book-entry form.  If a stock certificate is issued, the certificate will be delivered to, and held in accordance with this Agreement by, the Company or its authorized representatives and will bear the restrictive legends required by this Agreement.  If the Restricted Shares are held in book-entry form, then the book-entry will indicate that the Restricted Shares are subject to the restrictions of this Agreement.

1.2          Incorporation of Terms of Plan.  The Restricted Shares are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

ARTICLE II.
VESTING, FORFEITURE AND ESCROW

2.1          Vesting.  The Restricted Shares will become vested Shares (the “Vested Shares”) according to the vesting schedule in the Grant Notice except that any fraction of a Share that would otherwise become a Vested Share will be accumulated and will become a Vested Share only when a whole Vested Share has accumulated.

2.2          Forfeiture.  In the event of Participant’s Termination of Service for any reason, Participant will immediately and automatically forfeit to the Company any Shares that are not Vested Shares (the “Unvested Shares”) at the time of Participant’s Termination of Service, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.  Upon forfeiture of Unvested Shares, the Company will become the legal and beneficial owner of the Unvested Shares and all related interests and Participant will have no further rights with respect to the Unvested Shares.

2.3          Escrow.

(a)           Unvested Shares will be held by the Company or its authorized representatives until (i) they are forfeited, (ii) they become Vested Shares or (iii) this Agreement is no longer in effect.  By accepting this Award, Participant appoints the Company and its authorized representatives as Participant’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Unvested Shares) to the Company as may be required pursuant to the Plan or this Agreement and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer.  The Company, or its authorized representative, will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares.

(b)           All cash dividends and other distributions made or declared with respect to Unvested Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Unvested Shares to which such Retained Distributions relate become Vested Shares.  The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Unvested Share with respect to which Retained Distributions have been made or declared in cash and credit the Retained Distribution Account (without interest) on the date of payment with the amount of such cash made or declared with respect to the Unvested Share.  Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be forfeited upon forfeiture of the Unvested Share with respect to which the Retained Distributions were paid or declared.

(c)           As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate without the legend required by this Agreement, if Participant so requests) representing the Share to be delivered to Participant or, if the Share is held in book-entry form, cause the notations indicating the Share is subject to the restrictions of this Agreement to be removed and (ii) pay to Participant the Retained Distributions relating to the Share.

2.4          Rights as Stockholder.  Except as otherwise provided in this Agreement or the Plan, upon issuance of the Restricted Shares by the Company, Participant will have all the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive dividends or other distributions paid or made with respect to the Restricted Shares.

ARTICLE III.
TAXATION AND TAX WITHHOLDING

3.1          Representation.  Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the Restricted Shares and the transactions contemplated by the Grant Notice and this Agreement.  Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2          Section 83(b) Election.  If Participant makes an election under Section 83(b) of the Code with respect to the Restricted Shares, Participant will deliver a copy of the election to the Company promptly after filing the election with the Internal Revenue Service.

3.3          Tax Withholding.

(a)           The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Restricted Shares as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise deliverable under the Award.

(b)           Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Restricted Shares, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Restricted Shares.  Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the Restricted Shares or the subsequent sale of the Restricted Shares.  The Company and the Subsidiaries do not commit and are under no obligation to structure this Award to reduce or eliminate Participant’s tax liability.

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(c)           Without limiting the foregoing or the Company’s rights under the Plan, unless the Company determines otherwise, any withholding tax obligations of Participant that arise with respect to the Restricted Shares (other than as a result of Participant filing an election under Section 83(b) of the Code with respect to the Restricted Shares) will be satisfied by the Company’s withholding from the Restricted Shares that are then becoming vested the minimum number of whole Restricted Shares having a then current Fair Market Value sufficient to satisfy the withholding obligations based on the minimum applicable statutory withholding rates.

ARTICLE IV.
RESTRICTIVE LEGENDS AND TRANSFERABILITY

4.1          Legends.  Any certificate representing a Restricted Share will bear the following legend until the Restricted Share becomes a Vested Share:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

4.2          Transferability.  The Restricted Shares and any Retained Distributions are subject to the restrictions on transfer in the Plan and may not be sold, assigned or transferred in any manner unless and until they become Vested Shares.  Any attempted transfer or disposition of Unvested Shares or related Retained Distributions prior to the time the Unvested Shares become Vested Shares will be null and void.  The Company will not be required to (a) transfer on its books any Restricted Share that has been sold or otherwise transferred in violation of this Agreement or (b)  treat as owner of such Restricted Share or accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Share has been so transferred.  The Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, or make appropriate notations to the same effect in its records.

ARTICLE V.
OTHER PROVISIONS

5.1          Adjustments.  Participant acknowledges that the Restricted Shares are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

5.2          Notices.  Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number.  Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files.  By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party.  Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

5.3          Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

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5.4          Conformity to Securities Laws.  Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

5.5          Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer set forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

5.6          Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Restricted Shares will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule.  To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

5.7          Entire Agreement.  The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.8          Agreement Severable.  In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

5.9          Limitation on Participant’s Rights.  Participation in the Plan confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust.  Neither the Plan nor any underlying program, in and of itself, has any assets.  Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Award.

5.10        Not a Contract of Employment.  Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

5.11        Counterparts.  The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

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EX-10.9.4

Exhibit 10.9.4

PRESS GANEY HOLDINGS, INC.
2015 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of Press Ganey Holdings, Inc. (the “Company”).

The Company has granted to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference.

Participant:
Grant Date:
Number of RSUs:
Vesting Commencement Date:
Vesting Schedule:	[To be specified in individual award agreements]

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement.  Participant has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement.  Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement.

PRESS GANEY HOLDINGS, INC.	PARTICIPANT
By:	By:
Print Name:	Print Name:
Title:

Exhibit A

RESTRICTED STOCK UNIT AGREEMENT

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE I.
GENERAL

1.1Award of RSUs and Dividend Equivalents.

(a)The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”).  Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement.  Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.

(b)The Company hereby grants to Participant, with respect to each RSU, a Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled, forfeited or otherwise expires.  Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share.  The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid.

1.2Incorporation of Terms of Plan.  The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, which is incorporated herein by reference.  In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control.

1.3Unsecured Promise.  The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II.
VESTING; FORFEITURE AND SETTLEMENT

2.1Vesting; Forfeiture.  The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated.  In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.  Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.

2.2Settlement.

(a)RSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid in Shares or cash at the Company’s option as soon as administratively practicable after the vesting of the applicable RSU, but in no event more than sixty (60) days after the RSU’s vesting date.  Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company

reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

(b)If an RSU is paid in cash, the amount of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date.  If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient, rounded down to the nearest whole Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the day immediately preceding the payment date.

ARTICLE III.
TAXATION AND TAX WITHHOLDING

3.1Representation.  Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement.  Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2Tax Withholding.

(a)The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the RSUs or Dividend Equivalents as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company retain Shares otherwise issuable under the Award.

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs or Dividend Equivalents.  Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the Dividend Equivalents or the subsequent sale of Shares.  The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

ARTICLE IV.
OTHER PROVISIONS

4.1Adjustments.  Participant acknowledges that the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.2Notices.  Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number.  Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files.  By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party.  Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

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4.3Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4Conformity to Securities Laws.  Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer set forth in the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement, the RSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule.  To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.7Entire Agreement.  The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.8Agreement Severable.  In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.9Limitation on Participant’s Rights.  Participation in the Plan confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust.  Neither the Plan nor any underlying program, in and of itself, has any assets.  Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

4.10Not a Contract of Employment.  Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.11Counterparts.  The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

A-3

EX-10.10.1

Exhibit 10.10.1

AMENDED & RESTATED EMPLOYMENT AGREEMENT
(Patrick T. Ryan)

AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated April 10, 2015 (the “Effective Date”), among PGA HOLDINGS, INC., a Delaware corporation (the “Company”), PRESS GANEY ASSOCIATES, INC., an Indiana corporation (“PGA”), and PATRICK T. RYAN (the “Employee”).

WHEREAS, the Company and PGA desire to continue to employ the Employee and to enter into an agreement embodying the terms of such continued employment;

WHEREAS, the Employee desires to accept such continued employment and enter into such an agreement; and

WHEREAS, this Agreement amends and restates in its entirety the Employment Agreement among the Company, PGA and the Employee, dated as of February 24, 2012.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Term.  (a)  The term of the Employee’s employment with the Company and PGA under this Agreement shall commence on the Effective Date and shall continue until the fourth (4th) anniversary of the Effective Date (the “Expiration Date”) (such period, the “Initial Term”); provided, however, that commencing on the Expiration Date and on each anniversary of the Expiration Date thereafter, unless either party hereto gives the other party at least six (6) weeks’ prior written notice of its or his election not to extend the period of the Employee’s employment with the Company and PGA hereunder, the term shall automatically be extended for an additional one-year period on the same terms and conditions set forth herein, unless otherwise agreed upon by the parties hereto (each such extension, a “Renewal Term”); provided further, however, that the Employee’s employment with the Company and PGA under this Agreement may be terminated pursuant to the provisions of Section 4 at any time prior to the expiration of the Initial Term or any then current Renewal Term.  The period commencing on the Effective Date and ending on the date of termination of the Employee’s employment with the Company and PGA under this Agreement is referred to herein as the “Term”.

(b)The Employee agrees and acknowledges that the Company and PGA have no obligation to provide for any Renewal Term or to continue the Employee’s employment after expiration of the Initial Term or any then current Renewal Term, and the Employee expressly acknowledges that no promises or understandings to the contrary have been made or reached.

2.Duties and Responsibilities.  (a)  During the Term, the Employee agrees to perform the Employee’s exclusive services for the Company and PGA upon the terms and conditions of this Agreement.  The Employee shall serve as PGA’s and the Company’s Chief Executive Officer, reporting to the Board of Directors of PGA (the “PGA Board”) and the Board of Directors of the Company (the “Company Board”), respectively.  The Employee shall have the duties, responsibilities and authority as are determined from time to time by the Company Board or the PGA Board, as applicable, and he will perform the services requested from time to

time by the Company Board or the PGA Board, as applicable, commensurate with his status and consistent with his position as in effect from time to time hereunder.

(b)During the Term, the Employee acknowledges that the Employee’s duties and responsibilities shall require the Employee to travel on business to the extent necessary to fully perform the Employee’s duties hereunder.  The Company and PGA hereby acknowledge and agree that, in connection with his duties hereunder, the Employee will not be required to relocate from his current residence in Beverly Farms, Massachusetts without his consent.

(c)During the Term, the Employee shall devote all of the Employee’s business time, energy and skill to the business of the Company and its subsidiaries and affiliates, as applicable, and the performance of the Employee’s duties hereunder, and shall use the Employee’s best efforts to faithfully and diligently serve the Company and its subsidiaries and affiliates, as applicable.  During the Term, the Employee shall not, without the prior written consent of the Company or PGA, engage in any other business, profession or occupation, whether or not pursued for gain, profit or other pecuniary advantage, and shall not accept employment with, or provide services as a consultant or in any other capacity for, any person or entity other than the Company and its subsidiaries; provided, however, that nothing herein shall preclude the Employee from continuing to serve on the boards or committees as described on Exhibit A hereto, and subject to prior Board approval (which shall not be unreasonably withheld) from serving on one additional board, so long as such activities do not, singularly or in the aggregate, conflict or interfere with the Employee’s duties hereunder and are not in conflict with the interests of the Company and its subsidiaries or violate Sections 6 or 7.

(d)During the Term, if requested by the Company or PGA, the Employee shall cooperate and assist the Company or PGA in acquiring and maintaining key-man life insurance covering the Employee, including, if applicable, submitting to such medical examination(s) as may be required by the insurer from time to time.

(e)During the Term, the Employee will serve as a member of the Management Committee of PG Holdco, LLC (“Holdco” and the “Holdco Board”, respectively) unless Holdco ceases to exist and, if so requested by the Holdco Board, shall also serve as a member of the board of directors of any other affiliate or subsidiary of the Company, in each case, without additional compensation.  During the Term, if the Company, PGA or one of its parent companies or subsidiaries becomes a publicly traded company, subject to the requirements of applicable law, the Company or PGA shall, or shall cause any such affiliate to, propose to the shareholders of such entity at each applicable annual meeting occurring during the Term the election or re-election, as applicable, of the Employee as a member of the board of directors of such entity and the Employee shall so serve if elected or re-elected.

3.Compensation and Related Matters.  (a)  Base Salary.  During the Term, for all services rendered under this Agreement, PGA shall pay the Employee a base salary (“Base Salary”), payable in accordance with PGA’s applicable payroll practices, (i) at an initial annual rate of $600,000 and (ii) effective October 1, 2015, at an annual rate of $710,000, which base salary shall thereafter be subject to annual review and increase (but not decrease) at the discretion of the Company Board or the PGA Board.  References in this Agreement to “Base Salary” shall be deemed to refer to the most recently effective annual base salary rate.

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(b)Incentive Compensation.  With respect to the 2015 calendar year and each subsequent full calendar year during the Term (each, a “Bonus Year”), the Employee shall be eligible to earn an annual bonus award (the “Annual Bonus”) with a target Annual Bonus (“Target Bonus”) in an amount equal to 100% of Base Salary, based upon and subject to the achievement of budgeted financial objectives and Management by Objectives (MBOs), established in good faith by the Company Board or the PGA Board, as applicable, after consultation with the Employee, within the first three months of each Bonus Year during the Term.  The Annual Bonus, if any, shall be paid to the Employee during the calendar year immediately following the relevant Bonus Year following the Company’s and PGA’s receipt of the final audited financial statements from the Company’s and PGA’s accounting firm in respect of the relevant Bonus Year, but not later than March 15th of such calendar year or such later date on which bonuses are paid to other senior executives of the Company or PGA generally; provided that the Employee is employed by the Company and PGA on December 31 of the applicable Bonus Year.  None of the bonuses provided for under this Section 3(b) are guaranteed bonuses or any other form of guaranteed compensation.

(c)Benefits and Perquisites.  During the Term, the Employee shall be provided, in accordance with the terms of PGA’s employee benefit plans as in effect from time to time, with employee benefits and perquisites on the same basis as those benefits are generally made available to other senior executives of the Company and PGA.  In addition to the foregoing, in his reasonable discretion and in accordance with an annual travel budget approved by the Board , the Employee will be permitted to use private air transportation for the purpose of traveling on Company or PGA business.  The Employee agrees to discuss his private air transportation expenses, and provide reasonable documentation regarding the same, at the request of the Chairman of the Compensation Committee of the Holdco Board.

(d)Expense Reimbursements.  During the Term, PGA shall reimburse the Employee for the Employee’s reasonable and necessary business expenses in accordance with its then prevailing policy for senior executives (which shall include appropriate itemization and substantiation of expenses incurred).

4.Termination of Services; Obligations Upon Termination.  (a)  Generally.  The Employee’s employment may be terminated by any party at any time and for any reason, and without any advance notice; provided, however, that the Employee shall be required to give the Company and PGA at least six (6) weeks’ advance written notice of any voluntary termination of the Employee’s employment (which, for the avoidance of doubt, shall not include a termination of employment by the Employee for Good Reason).  Following any termination of the Employee’s employment with the Company and PGA hereunder, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company and PGA to pay or provide the Employee with compensation and benefits under Section 3 shall cease, and except as otherwise expressly provided in this Section 4, the Company and PGA shall have no further obligations to the Employee hereunder except (i) payment (within thirty (30) days following the date of the termination of the Employee’s employment hereunder) of any Base Salary accrued through the date of termination, to the extent unpaid, (ii) except in the case of termination of the Employee’s employment by the Company or PGA for Cause, payment of any Annual Bonus earned for the Bonus Year prior to the year in which the date of termination of employment occurs, to the extent unpaid, such payment to be made in accordance with Section 3(b), (iii) reimbursement of

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any unreimbursed business expenses properly incurred by the Employee prior to the date of termination of employment in accordance with Company or PGA policy and (iv) as set forth in any benefit plans, programs or arrangements in which the Employee participates (the amounts described in clauses (i) through (iv), as applicable, of this Section 4(a) being referred to herein as the “Accrued Rights”).

(b)Termination by the Company or PGA Without Cause (Other Than Due to Disability or Death) or by the Employee for Good Reason.  (i)  If the Employee’s employment with the Company and PGA hereunder is terminated by (A) the Company or PGA for any reason other than (1) Cause, (2) Disability or (3) the Employee’s death or (B) the Employee for Good Reason, then, in addition to the Accrued Rights, subject to the Employee’s continued compliance with Sections 6 and 7 and the Employee’s execution and delivery of a general release of claims against the Company (excluding equity-based claims), PGA and their respective affiliates in substantially the form attached as Exhibit C hereto (the “Release”), on or after the date of Employee’s termination of employment and not later than the sixtieth (60th) day following the date of the Employee’s termination of employment and his non-revocation of such Release within the time period provided therein, PGA or the Company, as applicable, shall pay the Employee (x) an amount equal to any Annual Bonus earned for the Bonus Year in which the date of termination of employment occurs, which bonus would otherwise be payable to the Employee if his employment had not terminated (as determined following the end of such Bonus Year based on the actual full-year performance of the Company and PGA, as applicable, in such Bonus Year), multiplied by a fraction, the numerator of which is the number of days the Employee was employed hereunder in such year and the denominator of which is 365 (the “Pro-Rata Bonus”), which amount is payable in accordance with Section 3(b), (y) an amount equal to the sum of (I) the Employee’s Base Salary at the rate in effect on the date of termination and (II) the amount of the Employee’s Annual Bonus, if any, earned (regardless of whether paid), in respect of the year immediately preceding the year of termination (the “Severance Amount”), which Severance Amount is payable in equal installments in accordance with PGA’s usual payment practices over a twelve (12) month period commencing on the day immediately following the termination date (such period, the “Severance Period”), and (z) an amount equal to one and a half (1.5) times the Company’s or PGA’s cost of providing, for the Severance Period, coverage for the Employee and his dependents under the Company’s or PGA’s group health plan(s) at the applicable premium rate in effect at the time of the Employee’s termination of employment, which amount is payable in equal installments in accordance with PGA’s usual payment practices over the Severance Period.   Notwithstanding the foregoing, the Company and PGA shall have the right to cease making such payments and the Employee shall be obligated to repay any such amounts to the Company or PGA already paid if the Employee fails to execute and deliver the Release within the time period provided for above or, after timely delivery, the Employee revokes it within the time period specified in such Release.

(ii)For purposes of this Agreement, “Cause” means:

(A)the Employee’s willful and continued failure to perform the Employee’s material, reasonable and lawful duties (other than as a result of incapacity due to physical or mental illness), provided the Employee does not cure such failure within 15 days after receipt from the Company or PGA of written notice of such failure;

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(B)the Employee’s negligence or willful misconduct in the course of the Employee’s employment with the Company and PGA that the Company Board or the PGA Board in good faith in its reasonable discretion determines has had a material, demonstrable and adverse effect on the Company or any of its subsidiaries, provided that, to the extent curable, the Employee does not cure such negligence or misconduct within 15 days after receipt from the Company or PGA of written notice of such action;

(C)the Employee’s indictment of, conviction of, or plea of nolo contendere to a (x) misdemeanor involving moral turpitude or (y) felony (or the equivalent of a misdemeanor or felony in a jurisdiction other than the United States);

(D)the Employee’s material breach of this Agreement, including, without limitation, the provisions of Sections 6, 7 and 8, provided that, to the extent curable, the Employee does not cure such breach within 15 days after receipt from the Company or PGA of written notice of such failure;

(E)the Employee’s violation of lawful company policies that the Company Board or PGA Board in good faith in its reasonable discretion determines has had a material, demonstrable and adverse effect on the Company and any of its subsidiaries, provided that, to the extent curable, the Employee does not cure such violation within 15 days after receipt from the Company or PGA of written notice of such violation;

(F)the Employee’s misappropriation, embezzlement or material misuse of funds or property belonging to the Company or any of its subsidiaries; or

(G)the Employee’s use of alcohol or drugs that either materially interferes with the performance of the Employee’s duties hereunder or materially, demonstrably and adversely affects the integrity or reputation of the Company, its subsidiaries or affiliates, their employees or their products or services, as determined by the Company Board or PGA Board in good faith in its reasonable discretion.

(iii)For purposes of this Agreement, “Good Reason” means, without the Employee’s written consent:

(A)a material diminution by the Company or PGA in the Employee’s duties, authority or responsibilities;

(B)a reduction in the Employee’s Base Salary or annual bonus opportunity; or

(C)a material breach by the Company or PGA of this Agreement (it being understood that any breach by the Company or PGA of the second sentence of Section 2(b) hereof shall be deemed material); or

(D)a Sale of the Company (as defined below) to any person or entity if such person or entity fails or refuses to assume, in writing or by operation of law, all obligations under this Agreement at or prior to the time of such sale;

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provided that, notwithstanding anything to the contrary in the foregoing, the Employee shall only have “Good Reason” to terminate employment pursuant to subsection (A), (B) or (C) following the Company’s or PGA’s failure to remedy the act or omission which is alleged to constitute “Good Reason” within fifteen (15) days following the Company’s or PGA’s receipt of written notice from the Employee specifying such act or omission.

(iv)For purposes of this Agreement, “Sale of the Company” means, following the Effective Date, the consummation of a transaction, whether in a single transaction or in a series of related transactions, with any other person or persons on an arm’s-length basis, pursuant to which such party or parties (a) acquire (whether by merger, stock purchase, recapitalization, reorganization, redemption, issuance of capital stock or otherwise) more than 50% of the fully diluted units or voting stock of the Company or PGA or (b) acquire assets constituting all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis, except for any transaction with a wholly owned subsidiary of Vestar Capital Partners V, L.P. or a dissolution of the Company or PGA pursuant to the Company’s or PGA’s Articles of Incorporation (other than transactions effected for the purpose of changing the form of organization of the Company or any of its subsidiaries).

(v)For purposes of this Agreement, the Employee shall be deemed to have a “Disability” if the Employee would be entitled to long-term disability benefits under the Company’s or PGA’s long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for such purpose that the Employee is actually participating in such plan at such time.  If the Company or PGA does not maintain a long-term disability plan at the time of the Employee’s termination of employment, “Disability” shall mean the Employee’s inability to perform the Employee’s duties and responsibilities hereunder due to physical or mental illness that is expected to last for at least 6 months.  Any question as to the existence of the Disability of the Employee as to which the Company, PGA and the Employee shall not agree shall be determined in writing by a qualified independent physician mutually acceptable to the Employee, PGA and the Company (and if the Employee, PGA and the Company cannot agree as to a qualified independent physician, PGA and the Company together and the Employee shall each appoint a physician and those two physicians shall select a third physician who shall make such determination in writing, which shall be final and conclusive for all purposes of this Agreement).  In connection therewith, the Employee agrees to submit to any medical examination(s) as may be requested by the Company or PGA for such purpose.

(c)Termination on Account of Disability or Death.  If the Employee’s employment with the Company and PGA hereunder is terminated on account of a Disability or as a result of the Employee’s death, then in addition to the Accrued Rights, the Employee (or the Employee’s estate, as the case may be) shall be entitled to receive from PGA the Pro Rata Bonus, if any, for the year in which termination of employment occurs, which amount is payable in accordance with Section 3(b).  Any termination by the Company or PGA for Disability shall be communicated by written notice in accordance with Section 20.

(d)Termination by the Company or PGA for Cause; Voluntary Resignation.  For the avoidance of doubt, if the Employee’s employment with the Company or PGA hereunder

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is terminated by the Company or PGA for Cause, or by the Employee (other than for Good Reason or as a result of Disability or death), the Employee shall not be entitled to any compensation or benefits other than the Accrued Rights.  Any voluntary termination of employment by the Employee that occurs during one of the cure periods referenced in Section 4(b)(ii) hereof shall be deemed to be a termination of the Employee’s employment by the Company or PGA for Cause.  Any termination by the Company or PGA for Cause, or voluntary resignation by the Employee, shall be communicated by written notice in accordance with Section 20 (and, in the case of the Employee’s voluntary resignation, in accordance with Section 4(a)).

(e)Failure to Renew.  In the event either party elects not to extend the Initial Term or any Renewal Term, as applicable, pursuant to Section 1, unless the Employee’s employment is earlier terminated pursuant to paragraph (a), (b), (c) or (d) of this Section 4, the termination of this Agreement (whether or not the Employee continues as an employee of the Company thereafter) shall be deemed to occur on the close of business on the day immediately preceding the Expiration Date or the next scheduled anniversary of the Expiration Date, as applicable, and the Employee shall be entitled to receive the Accrued Rights.  In addition, if the election not to extend the Initial Term or any Renewal Term is made by the Company or PGA, the termination of this Agreement shall be deemed a termination of the Employee’s employment for a reason other than Cause, Disability or death, and the Employee shall be entitled to receive the payments and benefits described in Section 4(b)(i), subject to the timing and other requirements set forth therein and in Section 24.

(f)Additional Payment Provisions.  The payment of any amounts accrued under any benefit plan, program or arrangement in which the Employee participates shall be subject to the terms of the applicable plan, program or arrangement, and any elections the Employee has made thereunder.

(g)Transition.  Upon request of the Company or PGA, the Employee shall actively work with the Company and PGA during the six (6)-week period following notification to the Company and PGA of the Employee’s intent to terminate employment hereunder to recruit the Employee’s successor and shall perform such other duties as may reasonably be required by the Company or PGA to assist in the transition process.

(h)Board Resignation.  Upon termination of the Employee’s employment for any reason, the Employee agrees to resign (or that he may be removed), as of the date of such termination and, to the extent applicable, from the Holdco Board and any committees thereof and any boards or similar governing bodies of any subsidiaries or affiliates of PGA and the Company.

5.Acknowledgments.  (a)  The Employee acknowledges that the Company and its subsidiaries have expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, customer relationships, employee relationships and goodwill and build an effective organization.  The Employee acknowledges that during the

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Term, the Employee shall become familiar with the Company’s and its subsidiaries’ Confidential Information (as defined in Section 6(a)) and that during the Term the Employee shall have access to such Confidential Information.

(b)The Employee acknowledges that the Company and its subsidiaries have a legitimate business interest and right in protecting the Confidential Information, goodwill, employee and customer relationships, and that the Company and its subsidiaries would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its customer and employee relationships.  The Employee further acknowledges that the Company and PGA are entitled to protect and preserve the going concern value of the Company and its subsidiaries to the extent permitted by law.

(c)The Employee agrees that the covenants contained in this Agreement are reasonable and appropriate in light of the cash and non-cash consideration paid and to be paid, and the equity investment opportunities made and to be made available, by the Company and its affiliates, and to be received by the Employee, under this Agreement and other agreements entered into and to be entered into with the Company and its affiliates.  The Employee further acknowledges that, notwithstanding the Employee’s compliance with the covenants contained in this Agreement and other agreements entered into and to be entered into with the Company and its affiliates, the Employee has other opportunities to earn a livelihood and adequate means of support for the Employee and his dependents.

6.Confidentiality.  (a)  The Employee agrees that all Confidential Information is a valuable, special and unique asset of PG Holdco, LLC (“Holdco”), the Company and their respective subsidiaries and affiliates and the Employee agrees that he will not at any time, including following the Term, directly or indirectly, except with the prior written consent of the Company or PGA, use, divulge or disclose or communicate, or cause any other person or entity to use, divulge, disclose or communicate, to any person, firm, corporation or entity, in any manner whatsoever, any Confidential Information, other than as necessary for the Employee to perform his duties and responsibilities to the Company and PGA as authorized by the Company and PGA; provided, however, that the foregoing shall not apply to Confidential Information that is required to be disclosed by a court or regulatory authority of competent jurisdiction.  The foregoing covenants shall apply to each item of information for so long as it remains Confidential Information.  For purposes of this Agreement, “Confidential Information” means all trade secrets, proprietary information and other confidential information of Holdco, the Company and their respective subsidiaries and affiliates, including, without limitation, their methods, techniques, and processes, development, costs and pricing of products and services, business and marketing strategies and plans, the identity and needs of clients and potential clients, survey analyses and reports prepared for clients, and any and all satisfaction measurement survey data and other non-public and patient information furnished to Holdco, the Company and their respective subsidiaries and affiliates pursuant to contracts with clients, financial data, personnel data, and all the other know-how, materials and things pertaining in any respect to Holdco, the Company and their respective subsidiaries and affiliates or clients that are a “trade secret” pursuant to applicable law; provided, however, that “Confidential Information” shall not include information that is generally known in the industry or the public or is or becomes publicly available, in each case, other than as a result of the Employee’s breach of this Agreement.  For the avoidance of doubt, Confidential Information also includes Patient

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Information.  For purposes of this Agreement, “Patient Information” means information that (x) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (y) either identifies the individual or reasonably could be used to identify the individual (including, without limitation, the individual’s name and address; diagnosis and treatment information, including the identity of the facility at which such treatment was rendered; and the individual’s medical history, records or charts).  The Employee acknowledges that the Company and its subsidiaries have a duty under law and by contract to keep Patient Information strictly confidential and that unauthorized use or disclosure of Patient Information may subject the Company and its subsidiaries to substantial fines, penalties and damages.  The Employee shall comply with such policies and procedures relating to the protection of Patient Information and other Confidential Information as the Company and its subsidiaries may implement from time to time, and shall use reasonable care to avoid the inadvertent disclosure or dissemination of any Patient Information or other Confidential Information.

(b)The Employee agrees that upon termination of the Employee’s employment with the Company and PGA for any reason, the Employee will return to the Company or PGA, as applicable, immediately any and all notes, memoranda, specifications, devices, formulas, records, files, lists, drawings, books, plans, documents, information, letters, data, models, equipment, property, computer, software or intellectual property relating to Holdco’s, the Company’s and their respective subsidiaries’ and affiliates’ business in whatever form (including electronic), and all copies thereof, in any way relating to the business of Holdco, the Company or any of their respective subsidiaries and affiliates.  The Employee further agrees that any property situated on the Company’s or PGA’s premises and owned by Holdco, the Company or any of their respective subsidiaries or affiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or PGA personnel at any time with or without notice.  The Employee further agrees that he will not retain or use for his account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of Holdco, the Company or any of their respective subsidiaries or affiliates.

(c)The Employee represents and warrants that he has not disclosed any of the terms of this Agreement to any person not a party to, or an attorney for or other representative of a party to, this Agreement.  The Employee further agrees that, until such time when this Agreement is disclosed by the Company or PGA as a public document, he shall not disclose the terms of this Agreement, except to the Employee’s immediate family and the Employee’s financial and legal advisors, or as may be required by law or ordered by a court or regulatory authority of competent jurisdiction, or as otherwise required herein, provided, however, that the Employee may disclose to any prospective employer the provisions of Sections 5, 6, 7, 9 and 10 hereof.

7.Non-Competition; Equitable Relief; Forfeiture of Severance Benefits.  (a)  As an inducement to the Company and PGA to enter into this Agreement, and to reduce the cost to the Company and PGA of monitoring and enforcing compliance with confidentiality obligations contained in Section 6, the Employee agrees that he will not, directly or indirectly:

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(i)own (except passive ownership of less than 2% of a publicly traded company), manage, operate, control, participate in, enter into employment with, or render services or assistance of any kind to any business or organization (other than the Company or any of its subsidiaries) which is, in whole or in part, involved in a Restricted Area (as defined below) or undertake activities in the Restricted Area during the Restricted Period (as defined below).  For purposes of this Agreement, “Restricted Area” means (A) the general area of measurement and improvement solutions, (B) data analytics and decision support tools focused on healthcare quality, and (C) products or services related to improvement solutions, educational programs, or taking any actions on, or publishing or reporting results in connection with, the general area of quality and performance, in all cases described in the foregoing clauses (A), (B) and (C), to or about (i) healthcare, (ii) healthcare or related institutions or employees thereof, or (iii) medical or other professionals operating in the health care industry, anywhere, in the case of (i), (ii) or (iii), in the United States or any other geographic location in North America where the Company or any of its subsidiaries operates.  The term “Restricted Area” also includes (x) consulting services and solutions relating to quality and performance improvement in healthcare or related institutions, or (y) any other business that the Company or any of its subsidiaries is taking or has taken specific actions in furtherance of engaging in (so long as the Employee knew or reasonably should have known about such actions); notwithstanding the foregoing, nothing in this Agreement shall prohibit the Employee from, directly or indirectly, (a) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance of any kind to a business or organization that as its primary source of business provides total cost management solutions, manages hospitals, sells medical devices, provides direct patient care (including homecare, dialysis, outpatient imaging, outpatient surgery), provides physician practice management, manages a health insurance plan, engages in disease management, provides supply distribution, or engages in direct to consumer healthcare product sales, or (b) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance of any kind to a private equity fund; or (c) owning, managing, operating, controlling, participating in, entering into employment with, or rendering services or assistance to revenue cycle service companies; so long as the Employee, in the case of (a), (b) or (c), recuses himself from and does not participate in any activity of these companies (including any board or management or similar discussions, including any strategic discussions) if the activity is competitive with or involves discussions regarding any activity that is competitive with the Restricted Area;

(ii)solicit or divert, or assist in soliciting or diverting, (A) the business that any customer of the Company or any of its subsidiaries conducts or could reasonably be expected to conduct with the Company or any of its subsidiaries (the “Covered Business”) or (B) the Covered Business of any person or entity in respect of which the Employee is reasonably aware that the Company or any of its subsidiaries has approached or has made significant plans to approach as a prospective customer during the Term, whether on the Employee’s own behalf or on behalf of or in conjunction with any other person, firm, corporation or entity during the Restricted Period;

(iii)(A) encourage, induce, hire or solicit or seek to induce, hire or solicit any person engaged with the Company or any of its subsidiaries as an employee, agent, independent contractor or otherwise (or any such person that was so engaged during the one-year period immediately preceding such initial inducement or solicitation during the Term) (each, a

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“Company Employee”) to end his or her engagement or employment with the Company or any of its subsidiaries or otherwise to participate in any Restricted Area during the Restricted Period or (B) recommend to any person or entity involved in a Restricted Area that such person or entity employ or engage such current or former Company Employee during the Restricted Period;

(iv)whether on the Employee’s own behalf or on behalf of or in conjunction with any other person, firm, corporation or entity, (A) solicit (whether by mail, telephone, personal meeting or otherwise), encourage or induce any customer, supplier or client of the Company or any of its subsidiaries to transact business with any business or organization (other than the Company or PGA) involved in a Restricted Area or reduce or refrain from doing any business with the Company or any of its subsidiaries, (B) interfere with or damage (or attempt to interfere with or damage) any relationship between the Company or any of its subsidiaries and any of their respective customers, suppliers or clients (or any person or entity in respect of which the Employee is reasonably aware that the Company or any of its subsidiaries has approached or has made significant plans to approach as a prospective customer, supplier or client), or (C) aid other persons or entities involved in any such acts, in each case, during the Restricted Period; or

(v)whether in written or oral form, (x) do any act or make any statement whatsoever that may or shall criticize, denigrate, disparage (including, but not limited to, by relative comparison), impair, impugn or negatively reflect upon the name, reputation or business interests of any of the Beneficiaries (as defined below) (including, but not limited to, the methodologies, products, services, activities or results of any of the Beneficiaries, as applicable) with respect to the business of the Company and PGA or (y) otherwise publish statements that tend to portray any of the Beneficiaries (including, but not limited to, the methodologies, products, services, activities or results of any of the Beneficiaries, as applicable) in an unfavorable light with respect to the business of the Company and PGA, in each case, at any time, including after the expiration of the Term.

For purposes of this Agreement:

(A)the term “Beneficiaries” shall mean, collectively, Vestar Capital Partners V. L.P. (together with any predecessor or successor funds (e.g., Vestar Capital Partners I, L.P. and Vestar Capital Partners VI, L.P.), the “Vestar Funds”) and PGA, the Company and Holdco, together with their respective Controlled Affiliates (including any entity in which any of the Vestar Funds has an equity investment, collectively, the “Vestar Entities”), subsidiaries and successors, and their respective employees, officers and directors;

(B)the term “Restricted Period” means the period commencing at the Effective Date and ending on the expiration of the twelve (12)- month period following the expiration or termination of the Term; and

(C)the terms “Controlled” and “Affiliates” shall each have the meaning set forth in the Second Amended and Restated Securityholders Agreement dated as of November 9, 2012 by and among Holdco and the other parties thereto, as it may be amended or supplemented thereafter from time-to-time.

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Solely for purposes of ensuring the Employee’s compliance with his obligations under clause (v) above, the Employee shall be permitted to request, at reasonable intervals following the termination date, and the Company and PGA shall use commercially reasonable efforts to deliver as promptly as practicable to the Employee, a list of all Vestar Entities.  Any such list provided to the Employee shall be deemed to be Confidential Information and the Employee agrees to keep such list confidential in accordance with Section 6 above.

(b)The Employee acknowledges and agrees that any violation of the provisions of Sections 6 or 7(a) would cause the Beneficiaries irreparable damage and that if the Employee breaches or a court of competent jurisdiction determines that there is a substantial likelihood of success on the merits of a threatened breach of such provisions, (i) as of such time the Company and PGA shall have no further obligation to make any payments or provide any benefits under this Agreement (including, without limitation, those described in Section 4(a)(ii), 4(b) or 4(c)), provided that if a court of competent jurisdiction renders a final and nonappealable determination that the Employee has breached the provisions of Section 6 or 7(a), and the Company or PGA has already paid the Employee all or a portion of such payments and benefits in respect of any period following the date of such breach, the Employee shall be obligated to repay such amounts to the Company or PGA, as applicable, without prejudice to any other remedies available to the Company and its subsidiaries under this Agreement (and, specifically, without prejudice with respect to any other rights and remedies the Company and its subsidiaries may have at law or in equity, to obtain specific performance of such covenants through injunction or other equitable relief from a court of competent jurisdiction, without proof of actual damages or inadequacy of available remedies at law and without being required to post bond or other security) and (ii) the Beneficiaries shall be entitled, in addition to any other rights and remedies the Company and its subsidiaries may have at law or in equity, to obtain specific performance of such covenants through injunction or other equitable relief from a court of competent jurisdiction, without proof of actual damages or inadequacy of available remedies at law and without being required to post bond or other security.  Notwithstanding anything contained in this Section 7(b) above, the parties expressly do not intend that the remedies authorized herein in the event of the Employee’s breach or threatened breach of Section 6 or 7(a) of this Agreement are the exclusive remedies for such threatened or actual breach(es), and the parties hereto expressly intend that all equitable remedies, including, without limitation, the remedy of injunctive relief, shall remain fully available to the Company and the Beneficiaries.

(c)The Restricted Period shall be tolled during (and shall be deemed automatically extended by) any period in respect of which a court of competent jurisdiction renders a final and nonappealable determination that the Employee is or was in violation of any of the provisions hereof limited by reference to the Restricted Period.

(d)The Employee hereby agrees that, during the Restricted Period, prior to accepting any position with any other person or entity, the Employee shall provide such person or entity with written notice of the covenants contained in Sections 5, 6, 7, 9 and 10 hereof, with a copy of such notice delivered simultaneously to the Company and PGA.

8.Representations and Covenants of the Employee.  (a)  The Employee represents, warrants and covenants that (i) the Employee has the full right and authority to enter into this Agreement and perform his obligations hereunder, (ii) the Employee is not bound by any

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agreement that conflicts with or prevents or restricts the full performance of his duties and obligations to the Company or PGA hereunder during or after the Term, and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which the Employee is subject.

(b)Prior to execution of this Agreement, the Employee was advised by the Company and PGA of his right to seek independent advice from an attorney of the Employee’s own selection regarding this Agreement.  The Employee acknowledges that he has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel.  The Employee further represents that in entering into this Agreement, the Employee is not relying on any statements or representations made by any of the Beneficiaries which are not expressly set forth herein, and that the Employee is relying only upon his own judgment and any advice provided by his attorney.

9.Intellectual Property Rights.  (a)  The Employee agrees that the results and proceeds of the Employee’s services for the Company and its subsidiaries (including any trade secrets, products, services, processes, know-how, designs, developments, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of or consultant to the Company and its subsidiaries and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made or conceived or reduced to practice or learned by the Employee, either alone or jointly with others resulting from services performed while an employee of or consultant to the Company and its subsidiaries (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company, any of the Company’s subsidiaries or affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright, mask work and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Employee whatsoever.  If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of the Company’s subsidiaries or affiliates) under the immediately preceding sentence, then the Employee hereby irrevocably assigns and agrees to assign any and all of the Employee’s right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of the Company’s subsidiaries or affiliates), and the Company or such subsidiaries or affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such subsidiaries or affiliates without any further payment to the Employee whatsoever.  As to any Invention that the Employee is required to assign, the Employee shall promptly and fully disclose to the Company all information known to the Employee concerning such Invention.

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(b)The Employee has set forth on Exhibit B hereto a complete list of all Inventions that the Employee has, alone or jointly with others, made prior to the commencement of the Employee’s employment or consultancy with the Company and its subsidiaries that the Employee considers to be the Employee’s property or the property of third parties and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”).  If no such disclosure is attached, the Employee represents and warrants that there are no Prior Inventions.  If, while an employee of or consultant to the Company and its subsidiaries, the Employee incorporates a Prior Invention into a Company product or process, the Company or PGA, as applicable, is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention.  Notwithstanding the foregoing, the Employee agrees that the Employee shall not incorporate, or permit to be incorporated, Prior Inventions in any such Company product or process without the advance written consent of a duly authorized officer of the Company or PGA.

(c)The Employee agrees that, from time to time, as may be requested by the Company or PGA and at the Company’s or PGA’s sole cost and expense, the Employee shall do any and all things that the Company or PGA may reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments.  To the extent the Employee has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, the Employee unconditionally and irrevocably waives the enforcement of such Proprietary Rights.  This Section 9(c) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company or PGA of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company’s or one of its subsidiaries’ being the Employee’s employer.  The Employee shall reasonably assist the Company and PGA in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries.  To this end, the Employee shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company or PGA may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof.  In addition, the Employee shall execute, verify, and deliver assignments of such Proprietary rights to the Company or its designee.  The Employee’s obligation to assist the Company or PGA with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of the Employee’s employment or consultancy with the Company and PGA, provided that the Company or PGA shall compensate the Employee at a reasonable rate after such termination for the time actually spent by the Employee at the Company’s or PGA’s request on such assistance.

(d)In the event the Company or PGA is unable for any reason, after reasonable effort, to secure the Employee’s signature on any document required in connection with the actions specified in Section 9(c), the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Employee’s agent and attorney in fact, to act for and in the Employee’s behalf to execute, verify and deliver any such documents and to do all other lawfully permitted acts to further the purposes of Section 9(c) with the same legal force and effect as if executed by the Employee.  The Employee hereby waives

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and quitclaims to the Company and PGA any and all claims, of any nature whatsoever, that the Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

(e)While an employee of or consultant to the Company or any of its subsidiaries, the Employee shall promptly disclose to the Company and PGA fully and in writing and shall hold in trust for the sole right and benefit of the Company any and all Inventions.  In addition, the Employee shall disclose to the Company and PGA all patent applications filed by the Employee during the two (2) year period after termination of the Employee’s employment with the Company and PGA.

10.Cooperation.  The Employee shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding) which relates to events occurring during the Employee’s employment with the Company, its subsidiaries and affiliates, and their predecessors, provided that PGA shall reimburse the Employee for expenses reasonably incurred in connection with such cooperation.

11.No Mitigation; Offset:  No Other Severance Benefits.  (a)  The Employee shall have no duty to attempt to mitigate any amounts payable to the Employee under this Agreement following the termination of the Employee’s employment with the Company and PGA by seeking alternative employment or consulting work.

(b)The Company or PGA, as applicable, may offset any amounts the Employee owes to the Company or PGA as of the date of the termination of the Employee’s employment with the Company and PGA (excluding, for the avoidance of doubt, any obligations related to that certain Promissory Note, between PGA and the Employee, dated as of February 27, 2012) from any amounts that are payable to the Employee under this Agreement following the termination of Employee’s employment with the Company and PGA under this Agreement.

(c)The Employee hereby agrees that in consideration of the payments to be received under this Agreement, the Employee waives any and all rights to any payments or benefits under any severance (but not pension) plans, programs or arrangements of the Company or any of its subsidiaries.

12.Withholding.  The Company and PGA may withhold from any amounts payable under this Agreement such Federal, state, local, foreign or other taxes as are required to be withheld pursuant to any applicable law or regulation.

13.Assignment.  (a)  This Agreement is personal to the Employee and without the prior written consent of the Company and PGA shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution, and any assignment in violation of this Agreement shall be void.

(b)This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns (including, without limitation, in the event of the Employee’s death, the Employee’s estate and heirs in the case of any payments due to the Employee hereunder).

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(c)Subject to Section 4(b)(iii)(D), the Company or PGA may assign this Agreement and its rights and obligations hereunder to any entity which, by way of merger, consolidation, purchase or otherwise, becomes, directly or indirectly, a successor to all or substantially all of the business and/or assets of the Company or PGA, as applicable.  The Employee acknowledges and agrees that all of the Employee’s covenants and obligations to the Company and PGA, as well as the rights of the Company and PGA hereunder, shall run in favor of and shall be enforceable by the Company and PGA or one or more of their respective affiliates, direct or indirect successors and permitted assigns.

14.Consent to Jurisdiction:  Waiver of Jury Trial.  (a)  Except as otherwise specifically provided herein, the Employee, the Company and PGA each hereby irrevocably submits to the exclusive jurisdiction of federal and state courts in the District of Delaware with respect to any disputes or controversies arising out of or relating to this Agreement.  The parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 14(a); provided, however, that nothing herein shall preclude the Company or PGA from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of Section 14 or enforcing any judgment obtained by the Company or PGA and, in such event, the Employee hereby irrevocably submits to the jurisdiction of such other court.

(b)The agreement of the parties to the forum described in Section 14(a) is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law.  The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in Section 14(a), and each party agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court.  The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in Section 14(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c)Each party hereto irrevocably consents to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 20.

(d)Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of or relating to this Agreement.  Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 14(d).

15.Governing Law.  The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law.

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16.Amendment; No Waiver.  No provisions of this Agreement may be amended, modified, waived or discharged except by a written document signed by the Employee and a duly authorized officer of each of the Company and PGA.  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

17.Severability.  The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect to the fullest extent permitted by law.  The Employee agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of this Agreement (whether in whole or in part) is void or constitutes an unreasonable restriction against the Employee, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances.

18.Entire Agreement.  This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof.  All oral or written agreements or representations, express or implied, with respect to the subject matter of this Agreement are set forth in this Agreement.  All prior agreements, understandings and obligations (whether written, oral, express or implied) between the parties with respect to the subject matter hereof are terminated as of the date hereof and are superseded by this Agreement.  Notwithstanding the foregoing, for the avoidance of doubt, the Employee’s rights and obligations with respect to any Units or other equity interests held by the Employee shall continue in full force and effect in accordance with their terms.

19.Survival of Rights and Obligations.  The rights and obligations of the Employee, PGA and the Company under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of the Employee’s employment with the Company and its subsidiaries, as applicable, hereunder or any settlement of the financial rights and obligations arising from the Employee’s employment with the Company and PGA hereunder, to the extent necessary to preserve the intended benefits of such provisions.

20.Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, telecopied (with confirmation of receipt), one day after deposit with a reputable overnight delivery service (charges prepaid) and three days after deposit in the U.S. Mail (postage prepaid and return receipt requested) to the address set forth below or such other address as the recipient party has previously delivered notice to the sending party.

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If to the Company or PGA:	Press Ganey Associates, Inc.
	404 Columbia Place South Bend, Indiana 46601 Attn: Chairman of the Board Fax No.: (574) 232-3485
If to the Employee:	Patrick T. Ryan c/o his last known address and facsimile number in the personnel records of the Company or PGA

21.No Third-Party Beneficiaries.  Except as expressly provided herein, this Agreement shall not confer on any person other than the parties hereto any rights or remedies hereunder.

22.Headings and References.  The headings of this Agreement are inserted for convenience only and neither constitutes a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement.  When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.

23.Counterparts.  This Agreement may be executed in one or more counterparts (including via facsimile), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

24.Compliance with IRC Section 409A.  This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.  References under this Agreement to the Employee’s termination of employment shall be deemed to refer to the date upon which the Employee has experienced a “separation from service” within the meaning of Section 409A of the Code.  Notwithstanding anything herein to the contrary, (i) if at the time of the Employee’s separation from service with the Company or any of its affiliates the Employee is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder or payable under any other compensatory arrangement between the Employee and the Company or any of its affiliates as a result of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company or PGA, as applicable, will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Employee) until the date that is six months following the Employee’s separation from service (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 24 shall be paid to the Employee in a lump sum and (ii) if any other payments of money or other benefits due to the Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be

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restructured, to the extent possible, in a manner that does not cause such an accelerated or additional tax.  To the extent any reimbursements or in-kind benefits due to the Employee under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to the Employee in a manner consistent with Treasury Regulation Section 1.409A-3(i)(1)(iv).  Without limiting the generality of the foregoing, the Employee shall notify the Company or PGA if he believes that any provision of this Agreement (or of any award of compensation, including equity compensation, or benefits) would cause the Employee to incur any additional tax under Code Section 409A and, if the Company and PGA concur with such belief after good faith review or the Company or PGA independently make such determination, then the Company and PGA shall use reasonable efforts to reform such provision to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A.  For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code.

25.Section 280G.  In the event that Holdco or the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code) after Holdco, the Company or any affiliate of Holdco or the Company (including PGA) that would be treated, together with Holdco or the Company, as a single corporation under Section 280G of the Code and the regulations thereunder has stock that is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code and the regulations thereunder) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Employee receives or is entitled to receive from Holdco, the Company, PGA or any affiliate of Holdco, the Company or PGA (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G of the Code, then the Employee shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G of the Code (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A of the Code, (ii) second, by reducing other payments and benefits that are exempt from Section 409A of the Code and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A of the Code and (iv) finally, by reducing payments and benefits that are subject to Section 409A of the Code, in each case, with all such reductions done on a pro rata basis. All determinations made pursuant this Section 25 will be made at the Company’s or its affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Sections 280G and 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”).  For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a

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“parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation.  In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 25, the excess amount shall be returned immediately by the Employee to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 25, the additional amount shall be paid immediately by Holdco, the Company, PGA or any affiliate of Holdco, the Company or PGA, as applicable, to the Employee.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first written above.

PGA HOLDINGS, INC.
by:
	/s/ Devin J. Anderson
	Name: Devin J. Anderson
	Title: General Counsel & Corporate Secretary
PRESS GANEY ASSOCIATES, INC.
by:
	/s/ Devin J. Anderson
	Name: Devin J. Anderson
	Title: General Counsel & Corporate Secretary
EMPLOYEE
	/s/ Patrick T. Ryan
	PATRICK T. RYAN

EXHIBIT A

Current Boards and Committees

·Board of Affiliated Managers Group (Audit Committee and Chair of Compensation Committee)

·Board of Avon Old Farms School

·Advisor to Peloton Equity

EXHIBIT B

PRIOR INVENTIONS

NONE

EXHIBIT C

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (“Agreement”) is made by and between Patrick T. Ryan (“Employee”), PGA Holdings, Inc. (the “Company”) and Press Ganey Associates, Inc. (“PGA”) (collectively, referred to as the “Parties” or individually referred to as a “Party”).  Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Amended and Restated Employment Agreement, dated as of April     , 2015 (the “Employment Agreement”); and

WHEREAS, in connection with the Employee’s termination of employment with the Company, PGA and their respective subsidiaries and affiliates, effective                 , 20    , the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands (collectively, “Claims”) that the Employee may have against the Company, PGA and any of the Releasees (as defined below), including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company, PGA or their respective affiliates but, for the avoidance of doubt, nothing herein will be deemed to release any Claims in connection with Employee’s ownership of vested equity securities or other equity interests of the Company or Holdco or their respective affiliates or successors (including any equity securities or other equity interests of the Company or Holdco or their respective affiliates or successors that vest in connection with Employee’s termination of employment), Employee’s right to indemnification by the Company, PGA or any of their affiliates pursuant to contract or applicable law or Directors’ and Officers’ insurance, Employee’s rights under this Agreement, and/or Employee’s rights to any benefit entitlements vested as the date of separation of Employee’s employment, pursuant to written terms of any employee benefit plan of the Company (collectively, the “Retained Claims”).

NOW, THEREFORE, in consideration of the severance payments described in Section 4(b)(i) of the Employment Agreement, which, pursuant to the Employment Agreement, are conditioned on the Employee’s execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company, PGA and Employee hereby agree as follows:

1.Severance Payments; Salary and Benefits.  The Company and PGA agree to provide Employee with the severance payments and benefits described in Section 4(b)(i) of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company and PGA shall pay or provide to the Employee all other payments or benefits described in Section 4(a) of the Employment Agreement, subject to and in accordance with the terms thereof.

2.Release of Claims.  Employee agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, PGA, any of their direct or indirect subsidiaries and

affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”).  Employee, on his own behalf and on behalf of any of Employee’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any Claim relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee executes this Agreement, including, without limitation:

(a)any and all claims relating to or arising from Employee’s employment  or service relationship with the Company, PGA or any of their direct or indirect subsidiaries or affiliates and the termination of that relationship;

(b)any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of any shares of stock or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(c)any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

(d)any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002;

(e)any and all claims for violation of the federal or any state constitution;

(f)any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

(g)any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and

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(h)any and all claims for attorneys’ fees and costs.

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.  This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company or PGA (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company, PGA or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s or PGA’s group benefit plans pursuant to the terms and conditions of COBRA, and Employee’s rights under applicable law, and any Retained Claims.

3.Acknowledgment of Waiver of Claims under ADEA.  Employee understands and acknowledges that Employee is waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary.  Employee understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Employee executes this Agreement.  Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled.  Employee further understands and acknowledges that Employee has been advised by this writing that:  (a) Employee should consult with an attorney prior to executing this Agreement; (b) Employee has 21 days within which to consider this Agreement; (c) Employee has 7 days following Employee’s execution of this Agreement to revoke this Agreement pursuant to written notice to the Secretary of the Company or PGA; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law.  In the event Employee signs this Agreement and returns it to the Company or PGA in less than the 21 day period identified above, Employee hereby acknowledges that Employee has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.

4.Severability.  In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.

5.No Oral Modification.  This Agreement may only be amended in a writing signed by Employee and a duly authorized officer of the Company and PGA.

6.Consent to Jurisdiction; Waiver of Jury Trial; Governing Law; Severability.  This Agreement shall be subject to the provisions of Sections 14, 15 and 17 of the Employment Agreement, mutatis mutandis.

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7.Effective Date.  Employee has seven days after Employee signs this Agreement to revoke it and this Agreement will become effective on the eighth day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by Employee before that date.

8.Voluntary Execution of Agreement.  Employee understands and agrees that Employee executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company, PGA or any third party, with the full intent of releasing all of Employee’s claims against the Company, PGA and any of the other Releasees.  Employee acknowledges that:  (a) Employee has read this Agreement; (b) Employee has not relied upon any representations or statements made by the Company or PGA that are not specifically set forth in this Agreement; (c) Employee has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Employee’s own choice or has elected not to retain legal counsel; (d) Employee understands the terms and consequences of this Agreement and of the releases it contains; and (e) Employee is fully aware of the legal and binding effect of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

	EMPLOYEE
Dated:
	COMPANY
Dated:
	PGA
Dated:

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EX-10.11

Exhibit 10.11

TERMINATION AGREEMENT

This TERMINATION AGREEMENT, dated as of May [ · ], 2015 (this “Agreement”) is by and among Vestar Capital Partners, a Delaware limited partnership (“Vestar”), PG Holdco, LLC, a Delaware limited liability company (“Holdco”), Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), and Press Ganey Associates, Inc., an Indiana corporation (“PGA”).

W I T N E S S E T H:

WHEREAS, pursuant to a Management Agreement between Vestar, Holdco, the Company and PGA, dated March 12, 2008 (the “Management Agreement”), each of Holdco, the Company and PGA granted Vestar certain management rights with respect to the Company; and

WHEREAS, the parties desire to terminate the Management Agreement in accordance with the terms therein;

NOW, THEREFORE, it is agreed as follows:

1.             Termination of the Management Rights Agreement.  Holdco, the Company, PGA and Vestar hereby agree that, effective as of the date of the closing of the initial public offering of the common stock of the Company, the Management Agreement shall be terminated and of no further force or effect; provided, however, that the provisions of Paragraphs 4, 5, 7 and 8 of the Management Agreement and the joint and several obligation of Holdco, the Company and PGA to pay Fees (as defined in the Management Agreement) accrued during the term of the Management Agreement pursuant to Section 2 of the Management Agreement shall survive the termination of this Agreement.

2.             Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of New York applicable to contracts made and to be performed therein.

3.             Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding upon the parties hereto.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the date first above written.

VESTAR CAPITAL PARTNERS
By its General Partner:
By:
		Name:
		Title:
PG HOLDCO, LLC
By:
	Name:
	Title:
PRESS GANEY HOLDINGS, INC.
By:
		Name:
		Title:
PRESS GANEY ASSOCIATES, INC.
By:
			Name:
			Title:

[Press Ganey - Termination of Management Agreement]

EX-10.12

Exhibit 10.12

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [·], 2015 by and among Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), each of the Controlling Holders (as defined below), and each other Person identified on Schedule A attached hereto (the “Schedule of Investors”) as of the date hereof.

RECITALS

WHEREAS, the Company is contemplating an offer and sale of its shares of common stock, par value $0.01 per share (the “Common Stock” and such shares, the “Shares”), to the public in an underwritten initial public offering (the “IPO”);

WHEREAS, in connection with the closing of the IPO, PG Holdco, LLC (the “Parent LLC”), the parent company of the Company, will be liquidated and the equity holders of the Parent LLC will receive Common Stock of the Company (the “Distribution”); and

WHEREAS, in connection with the IPO and the transactions described above, the Company has agreed to grant to the Holders (as defined below) certain rights with respect to the registration of the Registrable Securities (as defined below) on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1.Definitions.  For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1:

“Acquired Common” has the meaning set forth in Section 9.

“Additional Investor” has the meaning set forth in Section 9, and shall be deemed to include each such Person’s Affiliates, immediate family members, heirs, successors and assigns who may succeed to such Person as a Holder hereunder.

“Affiliate” of any Person means any other Person controlled by, controlling or under common control with such Person; provided that the Company and its Subsidiaries shall not be deemed to be Affiliates of any Holder.  As used in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).

“Agreement” has the meaning set forth in the preamble.

“Automatic Shelf Registration Statement” has the meaning set forth in Section 2(a).

“Business Day” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all Shares, interests or equivalents in capital stock of such corporation (whether voting or nonvoting and whether common or preferred), (ii) with respect to any Person that is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of, or the distribution of assets of the issuing Person, and (iii) any and all warrants, rights (including conversion and exchange rights) and options to purchase any security described in the clause (i) or (ii) above.

“Company” has the meaning set forth in the preamble.

“Controlling Holder” means each of Vestar Capital Partners V, L.P., Vestar Capital Partners V-A, L.P., Vestar Capital Partners V-B, L.P., Vestar Executives V, L.P., Vestar Co-Invest V, L.P., Vestar Investors V, L.P. and Vestar/PGA Investors, LLC, so long as such Holders continue to hold Registrable Securities.

“Demand Registrations” has the meaning set forth in Section 2(a).

“End of Suspension Notice” has the meaning set forth in Section 2(e)(ii).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

“FINRA” means the Financial Industry Regulatory Authority.

“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405.

“Holder” means any Person who is the registered holder of Registrable Securities.

“Holder Indemnified Parties” has the meaning set forth in Section 7(a).

“IPO” has the meaning set forth in the recitals.

“Joinder” has the meaning set forth in Section 9.

“Long-Form Registrations” has the meaning set forth in Section 2(a).

“MNPI” means material non-public information within the meaning of Regulation FD promulgated under the Exchange Act, which shall in any case include the receipt of the notice of a Demand Registration or Shelf Offering Notice pursuant to Section 2(a) or Section 2(d) and the information contained in such notice.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Piggyback Registrations” has the meaning set forth in Section 3(a).

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“Public Offering” means any sale or distribution to the public of Capital Stock of the Company pursuant to an offering registered under the Securities Act, whether by the Company, by Holders and/or by any other holders of the Company’s Capital Stock.

“Registrable Securities” means (i) any Common Stock issued by the Company in connection with the Distribution, (ii) any common Capital Stock of the Company or of any Subsidiary of the Company issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization, and (iii) any other Shares owned or acquired after the date hereof by Persons that are the registered holders of securities described in clauses (i) or (ii) above.  As to any particular Registrable Securities owned by any Person, such securities shall cease to be Registrable Securities on the date such securities have been (a) sold or distributed pursuant to a Public Offering, (b) sold in compliance with Rule 144 following the consummation of the IPO or (c) repurchased by the Company or a Subsidiary of the Company.  For purposes of this Agreement, a Person shall be deemed to be a Holder, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a Holder hereunder; provided a Holder may only request that Registrable Securities in the form of Capital Stock of the Company that is registered or to be registered as a class under Section 12 of the Exchange Act be registered pursuant to this Agreement.  Notwithstanding the foregoing, with the consent of the Company and the Controlling Holders, any Registrable Securities held by any Person that may be sold under Rule 144(b)(1)(i) without limitation under any other of the requirements of Rule 144 (including the aggregation rules thereof) shall not be deemed to be Registrable Securities upon notice from the Company to such Person.

“Registration Expenses” has the meaning set forth in Section 6(a).

“Rule 144,” “Rule 158,” “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the Securities and Exchange Commission, as the same shall be amended from time to time, or any successor rule then in force.

“Schedule of Investors” has the meaning set forth in the preamble.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

“Shares” has the meaning set forth in the recitals.

“Shelf Offering” has the meaning set forth in Section 2(c)(ii).

“Shelf Offering Notice” has the meaning set forth in Section 2(c)(ii).

“Shelf Offering Request” has the meaning set forth in Section 2(c)(ii).

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“Shelf Registrable Securities” has the meaning set forth in Section 2(c)(ii).

“Shelf Registration” has the meaning set forth in Section 2(a).

“Shelf Registration Notice” has the meaning set forth in Section 2(c)(i).

“Shelf Registration Participation Deadline” has the meaning set forth in Section 2(c)(i).

“Shelf Registration Request” has the meaning set forth in Section 2(c)(i).

“Shelf Registration Statement” has the meaning set forth in Section 2(c)(i).

“Short-Form Registrations” has the meaning set forth in Section 2(a).

“Subsidiary” means, with respect to the Company, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of Capital Stock of such Person entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by the Company, or (ii) if a limited liability company, partnership, association or other business entity, either (x) a majority of the Capital Stock of such Person entitled (without regard to the occurrence of any contingency) to vote in the election of managers, general partners or other oversight board vested with the authority to direct management of such Person is at the time owned or controlled, directly or indirectly, by the Company or (y) the Company or one of its Subsidiaries is the sole manager or general partner of such Person.

“Suspension Event” has the meaning set forth in Section 2(e)(ii).

“Suspension Notice” has the meaning set forth in Section 2(e)(ii).

“Suspension Period” has the meaning set forth in Section 2(e)(i).

“Underwritten Takedown” has the meaning set forth in Section 2(c)(ii).

“Violation” has the meaning set forth in Section 7(a).

“WKSI” means a “well-known seasoned issuer” as defined under Rule 405.

Section 2.Demand Registrations.

(a)Requests for Registration.  Subject to the terms and conditions of this Agreement, each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”), and each Controlling Holder may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration (“Short-Form Registrations”) if available.  All registrations requested pursuant to this Section 2(a) are referred to herein as “Demand Registrations.”  The Controlling Holder making a Demand Registration may request that the registration be made pursuant to Rule 415

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under the Securities Act (a “Shelf Registration”) and, if the Company is a WKSI at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”).  Except to the extent that Section 2(c) applies, promptly upon receipt of a request for a Demand Registration (but in no event more than five Business Days thereafter (or such shorter period as may be reasonably requested in connection with a Shelf Offering )), the Company shall give written notice of the Demand Registration to all other Holders and, subject to the terms of Section 2(d), shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within five Business Days after the date the Company’s notice was delivered.  Notwithstanding the foregoing, other than delivery to each Holder of the written notice in accordance with this Section 2(a), the Company shall not be required to take any action that would otherwise be required under this Section 2 if such action would violate Section 4(a) hereof or any similar provision contained in the underwriting agreement entered into in connection with any underwritten Public Offering.

(b)Demand Registrations.  Each Controlling Holder shall be entitled to request an unlimited number of Demand Registrations in which the Company shall pay all Registration Expenses, regardless of whether any registration statement is filed or any such Demand Registration is consummated.  Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form and the managing underwriters (if any) agree to the use of a Short-Form Registration.  After the Company has become subject to the reporting requirements of the Exchange Act, the Company shall use its reasonable best efforts to make Short-Form Registrations available for the sale of Registrable Securities.  All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the applicable Controlling Holder.

(c)Shelf Registrations.

(i)Subject to the availability of required financial information, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration (a “Shelf Registration Request”) and the expiration of the Shelf Registration Participation Deadline (as defined below), the Company shall file with the Securities and Exchange Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”).  As promptly as practicable, but no later than two Business Days after receipt of a Shelf Registration Request, the Company shall give written notice (the “Shelf Registration Notice”) of such Shelf Registration Request to all other Holders.  The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Registration (and in all related registrations and qualifications under state blue sky laws) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within two Business Days after the Shelf Registration Notice was delivered (such deadline, the “Shelf Registration Participation Deadline”).  The Company shall use its reasonable best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement and, once effective, the Company shall cause such Shelf Registration Statement to remain continuously

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effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement and (B) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration Statement in existence.  Notwithstanding anything to the contrary in Section 2(c)(ii), any Holder that is named as a selling securityholder in such Shelf Registration Statement may make a secondary resale under such Shelf Registration Statement without the consent of the Holders representing a majority of the Registrable Securities or any other Holder if such resale does not require a supplement to the Shelf Registration Statement.

(ii)In the event that a Shelf Registration Statement is effective, Holders representing Registrable Securities with a market value of at least $50 million (or such lesser amount if all Registrable Securities available for sale pursuant to such registration statement held by a Controlling Holder are requested to be included) shall have the right at any time or from time to time to elect to offer and sell (including pursuant to an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains effective, and the Company shall pay all Registration Expenses in connection therewith.  The applicable Holders shall make such election by delivering to the Company a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering (the “Shelf Offering”).  As promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities.  The Company, subject to Sections 2(d) and 8 hereof, shall include in such Shelf Offering (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) the Shelf Registrable Securities of any other Holder that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within two Business Days after the receipt of the Shelf Offering Notice.  The Company shall, as expeditiously as possible (and in any event within 10 days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering.

(iii)The Company shall, at the request of Holders representing a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration Statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holders to effect such Shelf Offering.

(d)Priority on Demand Registrations and Shelf Offerings.  The Company shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable

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Securities included in such registration or offering.  If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such offering exceeds the number of securities that can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration or offering, as applicable, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested by Holders to be included that, in the opinion of such underwriters, can be sold without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.  Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Company shall include in such registration or offering, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

(e)Restrictions on Demand Registration and Shelf Offerings.

(i)The Company shall not be obligated to effect more than 5 Demand Registrations in any calendar year.  The Company may postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (as defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the “Suspension Period”) by providing written notice to the Holders if (A) the Company’s board of directors determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any Subsidiary, or (B) upon advice of counsel, the sale of Registrable Securities pursuant to the registration statement would require disclosure of MNPI not otherwise required to be disclosed under applicable law, and either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure of such MNPI would have a material adverse effect on the Company or the Company’s ability to consummate such transaction; provided that in such event, the Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Company shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering.  The Company may delay a Demand Registration hereunder only once in any twelve-month period, except with the consent of the applicable Controlling Holder.

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(ii)In the case of an event that causes the Company to suspend the use of a Shelf Registration Statement as set forth in paragraph (f)(i) above or pursuant to applicable subsections of Section 5(a)(vi) (a “Suspension Event”), the Company shall give a notice to the Holders of Registrable Securities registered pursuant to such Shelf Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing.  If the basis of such suspension is nondisclosure of MNPI, the Company shall not be required to disclose the subject matter of such MNPI to Holders.  A Holder shall not effect any sales of the Registrable Securities pursuant to such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension Notice (as defined below).  Holders may recommence effecting sales of the Registrable Securities pursuant to the Shelf Registration Statement (or such filings) following written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company to the Holders promptly following the conclusion of any Suspension Event.

(iii)Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Shelf Registration Statement pursuant to this Section 2(e), the Company agrees that it shall provide copies of any supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event.

(f)Selection of Underwriters.  Holders representing a majority of the Registrable Securities included in any Demand Registration or Underwritten Takedown shall have the right to select the investment banker(s) and manager(s) to administer such offering (including assignment of titles), subject to the Company’s approval not be unreasonably withheld, conditioned or delayed.

(g)Other Registration Rights.  The Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of the Company.  Except as provided in this Agreement, the Company shall not grant to any Persons the right to request the Company or any Subsidiary to register any Capital Stock of the Company or of any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the Controlling Holders.

Section 3.Piggyback Registrations.

(a)Right to Piggyback.  Following the IPO, whenever the Company proposes to register any of its securities under the Securities Act (other than (i) pursuant to a Demand Registration, (ii) in connection with registrations on Form S-4 or S-8 promulgated by the Securities and Exchange Commission or any successor or similar forms or (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice (in any event within

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three Business Days after its receipt of notice of any request for registration on behalf of holders of the Company’s securities (other than under this Agreement)) to all Holders of its intention to effect such Piggyback Registration and, subject to the terms of Section 3(c) and Section 3(d), shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities of each Holder with respect to which the Company has received a written request for inclusion therein within 10 days after delivery of the Company’s notice.

(b)Piggyback Expenses.  The Registration Expenses of the Holders shall be paid by the Company in all Piggyback Registrations, whether or not any such registration became effective.

(c)Priority on Primary Registrations.  If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

(d)Priority on Secondary Registrations.  If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities (other than the Holders), and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration (i) first, the securities requested to be included therein by the initial holders requesting such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, (ii) second, the Registrable Securities of Holders requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the Holders on the basis of the number of Registrable Securities then owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

(e)Selection of Underwriters.  If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering shall be at the election of the Company (in the case of a primary registration) or at the election of the holders of other Company securities requesting such registration (in the case of a secondary registration); provided that Holders representing a majority of the Registrable Securities included in such Piggyback Registration may request that one or more investment banker(s) or manager(s) be

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included in such offering (such request not to be binding on the Company or such other initiating holders of Company securities).

(f)Right to Terminate Registration.  The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 whether or not any Holder has elected to include securities in such registration.  The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 6.

Section 4.Holdback Agreements.

(a)Holders of Registrable Securities.  If requested by the Company or the managing underwriter(s), each Holder participating in an underwritten Public Offering shall enter into customary lock-up agreements with the managing underwriter(s) of such Public Offering.  Each Holder (other than a Controlling Holder) not participating in an offering pursuant to this Agreement agrees to be bound by the terms of the customary lock-up agreement entered into by the participating Holders in connection therewith as if such Holder had been a party thereto; provided that, notwithstanding the terms of the customary lock-up agreement entered into by the participating Holders, non-participating Holders shall not be prohibited from (i) establishing any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1) under the Exchange Act during the lock-up period set forth in such agreements (provided that no sales may be made pursuant to such a Plan prior to the expiration of the lock-up period set forth in such agreements and no public announcement of the establishment or existence of a Plan or filing in respect thereof is required or made voluntarily prior to the expiration of the lock-up period set forth in such agreements) or (ii) in connection with an offering other than an IPO, making sales pursuant to a Plan that exists on the date of the customary lock-up agreement entered into by the participating Holders.  The Company may impose stop-transfer instructions with respect to the Shares (or other securities) subject to the restrictions set forth in this Section 4(a) until the end of the lock-up period set forth in such agreements, including any extension thereof as may be required to comply with FINRA Rule 2711(f)(4).

(b)Exceptions.  The foregoing holdback agreements in Section 4(a) shall not apply to a registration on Form S-8 or any successor or similar form or otherwise in connection with an employee benefit plan or in connection with any registration on Form S-4 or any successor or similar form in connection with any type of acquisition transaction or exchange offer.

Section 5.Registration Procedures.

(a)Whenever the Holders have requested that any Registrable Securities be registered pursuant to this Agreement or have initiated a Shelf Offering, the Company shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(i)in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Securities and Exchange Commission a registration statement, and all amendments and supplements thereto and related prospectuses with respect to such Registrable Securities and use its reasonable

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best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the Controlling Holders and the counsel selected by the Holders representing a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel);

(ii)notify each Holder of (A) the issuance by the Securities and Exchange Commission of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (C) the effectiveness of each registration statement filed hereunder;

(iii)prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(iv)furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(v)use reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) subject itself to taxation in any such jurisdiction);

(vi)notify each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each

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post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any written comments by the Securities and Exchange Commission, or any request by the Securities and Exchange Commission or other federal or state governmental authority for amendments or supplements to such registration statement or such prospectus, or for additional information (whether before or after the effective date of the registration statement) or any other correspondence with the Securities and Exchange Commission relating to, or which may affect, the registration and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 2(e), at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(vii)use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange;

(viii)use reasonable best efforts to provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement;

(ix)enter into and perform such customary agreements (including underwriting agreements in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to the provisions of Section 7 hereof, make such representations and warranties to the Holders registering securities and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in public offerings similar to the offering then being undertaken, and take all such other actions as the Holders representing a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(x)make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Company as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent accountants to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

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(xi)use reasonable best efforts to ensure that any Free Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xii)otherwise use reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158;

(xiii)to the extent that a Holder, in its sole and exclusive judgment, might be deemed to be an underwriter of any Registrable Securities or a controlling person of the Company, permit such Holder to participate in the preparation of such registration or comparable statement and allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Company, which in the reasonable judgment of such Holder and its counsel should be included;

(xiv)in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such registration statement for sale in any jurisdiction, use reasonable best efforts promptly to obtain the withdrawal of such order;

(xv)use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

(xvi)cooperate with the Holders of Registrable Securities covered by such registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing the Registrable Securities to be sold under the registration statement and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;

(xvii)cooperate with each Holder of Registrable Securities covered by such registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

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(xviii)use reasonable best efforts to make available the executive officers of the Company to participate with the Holders of Registrable Securities covered by such registration statement and any underwriters in any “road shows” or other selling efforts that may be reasonably requested by the Holders in connection with the methods of distribution for the Registrable Securities;

(xix)in the case of any underwritten Public Offering, use its reasonable best efforts to obtain one or more cold comfort letters from the Company’s independent certified public accountants (and, if necessary, any other independent certified public accountants or independent auditors of any Subsidiary of the Company or any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the registration statement) in customary form and covering such matters of the type customarily covered by cold comfort letters as the Holders representing a majority of the Registrable Securities being sold reasonably request;

(xx)in the case of any underwritten Public Offering, use its reasonable best efforts to provide (i) a legal opinion of the Company’s outside counsel, dated the effective date of such registration statement and the date of the closing under the underwriting agreement, the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters and the Holders of such Registrable Securities being sold and (ii) a legal opinion of the Company’s general counsel, dated the date of the closing under the underwriting agreement, the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters and the Holders of such Registrable Securities being sold;

(xxi)if the Company files an Automatic Shelf Registration Statement covering any Registrable Securities, use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;

(xxii)if the Company does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold;

(xxiii)if an Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, file a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, use its reasonable best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective

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during the period during which such registration statement is required to be kept effective;

(xxiv)provide all such other certificates, letters, opinions and other requested documents customarily provided in public offerings similar to the offering then being undertaken; and

(xxv)take all such other reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement.

(b)Any officer of the Company who is a Holder agrees that if and for so long as he or she is employed by the Company or any Subsidiary thereof, he or she shall participate fully in the sale process in a manner customary and reasonable for persons in like positions and consistent with his or her other duties with the Company and in accordance with applicable law, including the preparation of the registration statement and the preparation and presentation of any road shows.

(c)The Company may require each Holder requesting, or electing to participate in, any registration to furnish the Company such information regarding such Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing.

(d)If the Controlling Holders or any of their respective Affiliates seek to effectuate an in-kind distribution of all or part of their respective Registrable Securities to their respective direct or indirect equityholders, the Company shall, subject to any applicable lock-ups, use reasonable best efforts to facilitate such in-kind distribution in the manner reasonably requested.

Section 6.Registration Expenses.

(a)The Company’s Obligation.  All expenses incident to the Company’s performance of or compliance with this Agreement (including, without limitation, (i) all registration, qualification and filing fees (including filings with FINRA and the reasonable fees and disbursements of counsel for the underwriters in connection with FINRA qualification of the Registrable Securities), (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualification of the Registrable Securities), (iii) printing expenses (including expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depositary Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriters or by the Holders representing a majority of the Registrable Securities included in such registration), (iv) messenger, telephone and delivery expenses, (v) fees and disbursements of custodians, (vi) any other reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (vii) all expenses related to the “road show” for any underwritten Public Offering, including the cost of any aircraft chartered for such purpose, (viii) fees and expenses of the transfer agent and registrar of the Company’s Common Stock and (ix) fees and disbursements of counsel for the Company and all independent certified public accountants (including the expenses of any special audit and

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comfort letters required by or incident to such performance), underwriters (excluding underwriting discounts and commissions) and other Persons retained by the Company) (all such expenses being herein called “Registration Expenses”), shall be borne as provided in this Agreement, except that the Company shall, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or quotation of the Registrable Securities on any inter-dealer quotation system.  Each Person that sells securities pursuant to a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person’s account.

(b)Counsel Fees and Disbursements.  In connection with each Demand Registration, each Piggyback Registration and each Shelf Offering that is an underwritten Public Offering, the Company shall reimburse the Holders of Registrable Securities included in such registration for the reasonable fees and disbursements of (i) one counsel chosen by the Controlling Holders, (ii) one counsel chosen by the Holders representing a majority of the Registrable Securities included in such registration or participating in such Shelf Offering, if other than the Controlling Holders, and (iii) each additional counsel retained by any Holder for the purpose of rendering an opinion on behalf of such Holder in connection with any Demand Registration, Piggyback Registration or Shelf Offering that is an underwritten Public Offering, where the counsel referred to in clause (i) or (ii) is unable or unwilling to render an opinion on behalf of such Holder.

Section 7.Indemnification and Contribution.

(a)By the Company.  The Company shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance.  In addition, the Company will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses.  Notwithstanding the foregoing, the Company

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shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Company by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder Indemnified Party with a sufficient number of copies of the same.  In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

(b)By Each Holder.  In connection with any registration statement in which a Holder is participating, each such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its officers, directors, managers, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder; provided that the obligation to indemnify shall be individual, not joint and several, for each Holder and shall be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

(c)Claim Procedure.  Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair any Person’s right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.  If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed).  An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.  In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen by the Holders representing a majority of the Registrable Securities included in the registration if such Holders are indemnified parties, at the expense of the indemnifying party.

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(d)Contribution.  If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to, or is insufficient to hold harmless, an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected pursuant to such registration.  The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 7(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(t) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e)Release.  No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.  Notwithstanding anything to the contrary in this Section 7, an indemnifying party shall not be liable for any amounts paid in settlement of any loss, claim, damage, liability, or action if such settlement is effected without the consent of the indemnifying party, such consent not to be unreasonably withheld, conditioned or delayed.

(f)Non-exclusive Remedy; Survival.  The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.  Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the IPO are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

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Section 8.Underwritten Registrations.

(a)Participation.  No Person may participate in any Public Offering hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no Holder shall be required to sell more than the number of Registrable Securities such Holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements and that are consistent in all material respects with the documents to be completed and executed by the Controlling Holders.  Each Holder shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such Holder’s obligations under Section 4, Section 5 and this Section 8(a) or that are necessary to give further effect thereto and that are consistent in all material respects with the documents to be completed and executed by the Controlling Holders.  To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8(a), the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the Holders, the Company and the underwriters created pursuant to this Section 8(a).

(b)Price and Underwriting Discounts.  In the case of an underwritten Demand Registration or Underwritten Takedown requested by Holders pursuant to this Agreement, the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities shall be determined by the Holders representing a majority of the Registrable Securities included in such underwritten offering.

(c)Suspended Distributions.  Each Person that is participating in any registration under this Agreement, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(a)(vi)(B) or (C), shall immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 5(a)(vi).

Section 9.Additional Parties; Joinder.  Subject to the prior written consent of each Controlling Holder, the Company may make any Person who acquires Common Stock or rights to acquire Common Stock from the Company after the date hereof a party to this Agreement (each such Person, an “Additional Investor”) and to succeed to all of the rights and obligations of a Holder under this Agreement by obtaining an executed joinder to this Agreement from such Additional Investor in the form of Exhibit A attached hereto (a “Joinder”).  Upon the execution and delivery of a Joinder by such Additional Investor, the Common Stock of the Company acquired by such Additional Investor or to which such Additional Investor has the right to acquire (the “Acquired Common”) shall be Registrable Securities to the extent provided herein, such Additional Investor shall be a Holder under this Agreement with respect to the Acquired Common, and the Company shall add such Additional Investor’s name and address to the Schedule of Investors and circulate such information to the parties to this Agreement.

Section 10.Current Public Information.  At all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the

19

requirements of either the Securities Act or the Exchange Act, the Company shall file all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as any Holder may reasonably request, all to the extent required to enable such Holders to sell Registrable Securities pursuant to Rule 144.  Upon request, the Company shall deliver to any Holder a written statement as to whether it has complied with such requirements.

Section 11.Subsidiary Public Offering.  If, after an initial Public Offering of the Capital Stock of one of its Subsidiaries (including the Company), the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement shall apply, mutatis mutandis, to such Subsidiary, and the Company shall cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement.

Section 12.MNPI Provisions.

(a)Each Holder acknowledges that (i) the provisions of this Agreement that require communications by the Company or other Holders to such Holder may result in such Holder and its Representatives (as defined below) acquiring MNPI (which may include, solely by way of illustration, the fact that an offering of the Company’s securities is pending or the number of Company securities or the identity of the selling Holders), and (ii) there is no limitation on the duration of time that such Holder and its Representatives may be in possession of MNPI and no requirement that the Company or other Holders make any public disclosure to cause such information to cease to be MNPI; provided that the Company will use reasonable best efforts to promptly notify each Holder if any proposed registration or offering for which a notice has been delivered pursuant to this Agreement has been terminated or aborted.

(b)Each Holder agrees that it will maintain the confidentiality of such MNPI and, to the extent such Holder is not a natural person, such confidential treatment shall be in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered to such Holder (“Policies”); provided that a Holder may deliver or disclose MNPI to (i) its directors, officers, employees, agents, attorneys, affiliates and financial and other advisors (collectively, the “Representatives”), but solely to the extent such disclosure reasonably relates to its evaluation of exercise of its rights under this Agreement and the sale of any Registrable Securities in connection with the subject of the notice, (ii) any federal or state regulatory authority having jurisdiction over such Holder, (iii) any Person if necessary to effect compliance with any law, rule, regulation or order applicable to such Holder, (iv) in response to any subpoena or other legal process, or (v) in connection with any litigation to which such Holder is a party; provided further, that in the case of clause (i), the recipients of such MNPI are subject to the Policies or agree to hold confidential the MNPI in a manner substantially consistent with the terms of this Section 12 and that in the case of clauses (ii) through (v), such disclosure is required by law and you promptly notify the Company of such disclosure to the extent such Holder is legally permitted to give such notice.

(c)Each Holder, by its execution of a counterpart to this Agreement or of a Joinder, hereby (i) acknowledges that it is aware that the U.S. securities laws prohibit any Person who has MNPI about a company from purchasing or selling, directly or indirectly, securities of such company (including entering into hedge transactions involving such securities), or from communicating such information to any other Person under circumstances in which it is

20

reasonably foreseeable that such Person is likely to purchase or sell such securities, and (ii) agrees that it will not use or permit any third party to use, and that it will use its reasonable best efforts to assure that none of its Representatives will use or permit any third party to use, any MNPI the Company provides in contravention of the U.S. securities laws and you will cease trading in the Company’s securities while in possession of MNPI.

(d)Each Holder shall have the right, at any time and from time to time (including after receiving information regarding any potential Public Offering), to elect not to receive any notice that the Company or any other Holders otherwise are required to deliver pursuant to this Agreement by delivering to the Company a written statement signed by such Holder that it does not want to receive any notices hereunder (an “Opt-Out Request”); in which case and notwithstanding anything to the contrary in this Agreement the Company and other Holders shall not be required to, and shall not, deliver any notice or other information required to be provided to Holders hereunder to the extent that the Company or such other Holders reasonably expect would result in a Holder acquiring MNPI.  An Opt-Out Request may state a date on which it expires or, if no such date is specified, shall remain in effect indefinitely.  A Holder who previously has given the Company an Opt-Out Request may revoke such request at any time, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Requests; provided that each Holder shall use commercially reasonable efforts to minimize the administrative burden on the Company arising in connection with any such Opt-Out Requests.

Section 13.General Provisions.

(a)Amendments and Waivers.  Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company and each Controlling Holder; provided that no such amendment, modification or waiver that would adversely affect a Holder in a manner that is different from any other Holder (provided that the accession by any Additional Investor to this Agreement pursuant to Section 9 shall not be deemed to adversely affect any Holder), shall be effective against such Holder without the prior written consent of such Holder.  The failure or delay of any Person to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance with its terms.  A waiver or consent to or of any breach or default by any Person in the performance by that Person of his, her or its obligations under this Agreement shall not be deemed to be a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person under this Agreement.

(b)Remedies.  The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.  The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

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(c)           Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained herein.

(d)           Entire Agreement.  Except as otherwise provided herein, this Agreement contains the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

(e)           Successors and Assigns.  This Agreement shall bind and inure to the benefit and be enforceable by the Company and its successors and assigns and the Holders and their respective successors and assigns (whether so expressed or not).  In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit Holders are also for the benefit of, and enforceable by, any subsequent or successor Holder.

(f)            Notices.  Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or delivered (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient but, if not, then on the next Business Day, (iii) one Business Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three Business Days after it is mailed to the recipient by first class mail, return receipt requested.  Such notices, demands and other communications shall be sent to the Company and the Controlling Holders at the addresses specified below and to any other party subject to this Agreement at such address as indicated on the Schedule of Investors, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.  Any party may change such party’s address for receipt of notice by providing prior written notice of the change to the sending party as provided herein.  The Company’s address is:

Press Ganey Holdings, Inc.
401 Edgewater Place
Suite 500

Wakefield, Massachusetts 01880
Attn: Devin J. Anderson, General Counsel

Facsimile: [·]

With a copy to:

Latham & Watkins LLP
John Hancock Tower
200 Clarendon Street

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Boston, Massachusetts 02116
Attn: Peter N. Handrinos, Esq.
Facsimile: (617) 948-6001

or to such other address or to the attention of such other Person as the Company has specified by prior written notice to the sending party.

The Controlling Holders’ address is:

Vestar Capital Partners, Inc.

245 Park Avenue, 41st Floor

New York, New York 10167

Attn: [·]

Facsimile: [·]

With a copy to:

Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
Attn: Jennifer Perkins, Esq.
Facsimile: (212) 906-1200

Each Holder (other than the Controlling Holders) address is as set forth on Schedule A hereto, with a copy to:

Press Ganey Holdings, Inc.
401 Edgewater Place
Suite 500

Wakefield, Massachusetts 01880
Attn: Devin J. Anderson, General Counsel

Facsimile: [·]

And

Ropes & Gray LLP
Prudential Tower

800 Boylston Street
Boston, Massachusetts 02199
Attn: Craig E. Marcus, Esq.
Facsimile: (617) 235-0514

or to such other address or to the attention of such other Person as such Holder has specified by prior written notice to the sending party.

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or to such other address or to the attention of such other Person as the Controlling Holders have specified by prior written notice to the sending party.

(g)           Business Days.  If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period shall automatically be extended to the immediately following Business Day.

(h)           Governing Law.  The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights of the Company and its stockholders.  All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(i)            MUTUAL WAIVER OF JURY TRIAL.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(j)            CONSENT TO JURISDICTION AND SERVICE OF PROCESS.  EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY AND COUNTY OF NEW YORK BOROUGH OF MANHATTAN, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.  EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH.  EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(k)           No Recourse.  Notwithstanding anything to the contrary in this Agreement, the Company and each Holder agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement, shall be had against

24

any current or future director, officer, employee, general or limited partner or member of any Holder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current or future member of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate or assignee thereof, as such for any obligation of any Holder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

(l)            Descriptive Headings; Interpretation.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.  The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

(m)          No Strict Construction.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

(n)           Counterparts.  This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

(o)           Electronic Delivery.  This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties.  No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

(p)           Further Assurances.  In connection with this Agreement and the transactions contemplated hereby, each Holder shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.

(q)           No Inconsistent Agreements.  The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders in this Agreement.

* * * * *

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

PRESS GANEY HOLDINGS, INC.

By:

Name:

Its:

[Signature Page to Registration Rights Agreement]

[ · ]

By:

Name:

Its:

[Signature Page to Registration Rights Agreement]

SCHEDULE A

Schedule of Investors

Vestar Capital Partners V, L.P.

Vestar Capital Partners V-A, L.P.

Vestar Capital Partners V-B, L.P.

Vestar Executives V, L.P.

Vestar Co-Invest V, L.P.

Vestar Investors V, L.P.

Vestar/PGA Investors, LLC

EXHIBIT A

REGISTRATION RIGHTS AGREEMENT JOINDER

The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of [·], 2015 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), and the other person named as parties therein.

By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein.  The Company is directed to add the address below the undersigned’s signature on this Joinder to the Schedule of Investors attached to the Registration Rights Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the                      day of                     , 20    .

Signature of Stockholder

Print Name of Stockholder

Its:

Address:

Agreed and Accepted as of
                        , 20

Press Ganey Holdings, Inc.

By:

Name:

Its:

EX-10.13

Exhibit 10.13

PRESS GANEY HOLDINGS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Non-employee members of the board of directors (the “Board”) of Press Ganey Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”).  The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company.  This Program shall remain in effect until it is revised or rescinded by further action of the Board.  This Program may be amended, modified or terminated by the Board at any time in its sole discretion.  This Program shall become effective on the date of the effectiveness of the Company’s Registration Statement on Form S-1 relating to the initial public offering of common stock (the “Effective Date”).

1.Cash Compensation.

(a)Annual Retainers.  Each Non-Employee Director shall be eligible to receive an annual retainer of $50,000 for service on the Board.

(b)Additional Annual Retainers.  In addition, each Non-Employee Director shall be eligible to receive the following annual retainers:

(i)Audit Committee.  A Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $25,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Audit Committee shall receive an additional annual retainer of $15,000 for such service.

(ii)Compensation Committee.  A Non-Employee Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Compensation Committee shall receive an additional annual retainer of $10,000 for such service.

(iii)Nominating and Corporate Governance Committee.  A Non-Employee Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director serving as a member other than the Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $6,000 for such service.

(c)Payment of Retainers.  The annual retainers described in Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar

quarter.  In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Section 1(b), for an entire calendar quarter, the retainer paid to such Non-Employee Director shall be prorated for the portion of such calendar quarter actually served as a Non-Employee Director, or in such position, as applicable.

2.Equity Compensation.

Non-Employee Directors shall be granted the equity awards described below.  The awards described below shall be granted under and shall be subject to the terms and provisions of the Company’s 2015 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”) and shall be granted subject to award agreements, including attached exhibits, in substantially the form previously approved by the Board.  All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of restricted stock hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement.

(a)Annual Awards.  A Non-Employee Director who will serve as a Non-Employee Director immediately following an annual meeting of the Company’s stockholders after the Effective Date shall be automatically granted a number of shares of restricted stock determined by dividing $125,000 by the closing price per share of the Company’s common stock on the date of such annual meeting (or on the last preceding trading day if the date of the annual meeting is not a trading day).  The awards described in this Section 2(a) shall be referred to as “Annual Awards.”  For the avoidance of doubt, a Non-Employee Director elected or appointed for the first time to the Board at an annual meeting of the Company’s stockholders will receive an Annual Award on the date of such meeting.

(b)Termination of Service of Employee Directors.  Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their service with the Company and any parent or subsidiary of the Company and remain on the Board will, to the extent that they are otherwise eligible, be eligible to receive, after termination from service with the Company and any parent or subsidiary of the Company, Annual Awards as described in Section 2(a) above.

(c)Vesting of Annual Awards Granted to Non-Employee Directors.  Each Annual Award shall vest on the earlier to occur of (i) the first anniversary of the date of the grant and (ii) the first annual meeting of the Company’s stockholders that occurs after the date of grant, subject in each case to the Non-Employee Director continuing in service on the Board as a Non-Employee Director through such vesting date.  Unless the Board otherwise determines, any portion of an Annual Award which is unvested at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director shall be immediately forfeited upon such termination of service and shall not thereafter become vested.  All of a Non-Employee Director’s Annual Awards shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.

* * * * *

EX-10.14

Exhibit 10.14

PRESS GANEY HOLDINGS, INC.

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (the “Agreement”) is entered into effective as of the effective date of the Distribution (defined below) (the “Effective Date”), by and between Press Ganey Holdings, Inc. (the “Company”) and the holder (“Holder”) identified on the signature page hereto (the “Signature Page”).

WHEREAS, as of the Effective Date, Holder holds the number of unvested Class      Common Units (the “Units”) of PG Holdco, LLC (“Holdco”) set forth on the Signature Page, subject to the terms of Holdco’s Ninth Amended and Restated Limited Liability Agreement, dated as of April 15, 2014, as amended from time to time (the “LLC Agreement”), and a Management Unit Grant Agreement between Holdco and Holder, attached hereto as Exhibit A, as amended from time to time (the “MUGA”);

WHEREAS, in connection with the initial public offering of the Company’s common stock (“Common Stock”), Holdco is being dissolved and all of its assets distributed to its Members (as defined in the LLC Agreement), effective as of the Effective Date (such actions, collectively, the “Distribution”);

WHEREAS, Holdco’s sole assets as of the date hereof are shares of Common Stock; and

WHEREAS, in connection with the Dissolution, Holdco’s Management Committee has determined that Holder shall be entitled in the Dissolution to receive in respect of Holder’s Units the number of shares of Common Stock set forth on the Signature Page, subject to the terms and conditions of this Agreement (such shares, the “Restricted Shares”).

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Holder hereby agree as follows:

ARTICLE I.
DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the following meanings:

1.1Committee.  “Committee” means the Company’s Board of Directors, the Compensation Committee thereof or a committee or subcommittee appointed by the Company’s Board of Directors or Compensation Committee thereof to administer this Agreement.

1.2Fair Market Value.  “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Committee deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Committee deems reliable; or (iii) without an established market for the Common Stock, the Committee will determine the Fair Market Value in its discretion.

1.3Subsidiary.  “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

1.4Termination of Employment.  “Termination of Employment” means termination of Holder’s engagement as an employee of the Company and its Subsidiaries.

ARTICLE II.
GENERAL

2.1Ownership.  Holder is the owner of the Restricted Shares and has all the rights of a shareholder with respect thereto, including the right to vote the Restricted Shares and to receive all dividends or other distributions paid with respect to the Restricted Shares, subject to the terms of this Agreement.  Holder’s ownership of Restricted Shares will be evidenced by (i) a stock certificate or certificates representing the Restricted Shares to be registered in Holder’s name or (ii) by a book-entry in the Company’s records.  If a stock certificate is issued, the certificate will be delivered to, and held in accordance with this Agreement by, the Company or its authorized representatives and will bear the restrictive legends required by this Agreement.  If the Restricted Shares are held in book-entry form, then the book-entry will indicate that the Restricted Shares are subject to the restrictions of this Agreement.

ARTICLE III.
VESTING, FORFEITURE AND ESCROW

3.1Vesting.  Each Restricted Share will be become a vested Share (a “Vested Share”) at the same time the Unit in respect of which the Restricted Share was distributed in the Distribution would have become a “Vested Unit” (as defined in the MUGA) under the terms of the MUGA, except that any fraction of a Restricted Share that would otherwise become a Vested Share will be accumulated and will become a Vested Share only when a whole Vested Share has accumulated.  The Committee may accelerate the vesting of all or a portion of the Restricted Shares in such circumstances as it may determine.

3.2Forfeiture.  In the event of Holder’s Termination of Employment for any reason, Holder will immediately and automatically forfeit any Restricted Shares that are not Vested Shares (the “Unvested Shares”) to the Company at the time of Holder’s Termination of Employment, except as otherwise determined by the Committee or provided in a binding written agreement between Holder and the Company.  Upon forfeiture of Unvested Shares, the Company will become the legal and beneficial owner of the Unvested Shares and all related interests and Holder will have no further rights with respect to the Unvested Shares.

3.3Escrow.

(a)Unvested Shares will be held by the Company or its authorized representatives until (i) they are forfeited, (ii) they become Vested Shares or (iii) this Agreement is no longer in effect.  Holder appoints the Company and its authorized representatives as Holder’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Unvested Shares) to the Company as may be required pursuant to this Agreement and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer.  The Company, or its authorized representative, will not be liable for any good faith act or omission with

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respect to the holding in escrow or transfer of the Restricted Shares.

(b)All cash dividends and other distributions made or declared with respect to Unvested Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Unvested Shares to which such Retained Distributions relate become Vested Shares.  The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Unvested Share with respect to which Retained Distributions have been made or declared in cash and credit the Retained Distribution Account (without interest) on the date of payment with the amount of such cash paid or declared with respect to the Unvested Share.  Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be forfeited upon forfeiture of the Unvested Share with respect to which the Retained Distributions were paid or declared.

(c)As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate without the legend required by this Agreement, if Holder so requests) representing the Restricted Share to be delivered to Holder or, if the Restricted Share is held in book-entry form, cause the notations indicating the Restricted Share is subject to the restrictions of this Agreement to be removed and (ii) pay to Holder the Retained Distributions relating to the Restricted Share.

3.4Rights as Stockholder.  Except as otherwise provided in this Agreement, upon issuance of the Restricted Shares by the Company, Holder will have all the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive dividends or other distributions paid or made with respect to the Restricted Shares.  Holder acknowledges that the Restricted Shares are subject to adjustment in accordance with the Company’s organizational documents.

ARTICLE IV.
TAXATION AND TAX WITHHOLDING

4.1Representation.  Holder has reviewed with Holder’s own tax advisors the tax consequences of the Restricted Shares and the transactions contemplated by this Agreement.  Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

4.2Section 83(b) Election.  If Holder makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to the Restricted Shares, Holder will deliver a copy of the election to the Company promptly after filing the election with the Internal Revenue Service.

4.3Tax Withholding.  Unless the Company determines otherwise, any withholding tax obligations of Holder that arise with respect to the Restricted Shares (other than as a result of Holder filing an election under Section 83(b) of the Code with respect to the Restricted Shares) will be satisfied by the Company’s withholding from Restricted Shares that are then becoming vested the minimum number of whole Restricted Shares having a then current Fair Market Value sufficient to satisfy the withholding obligations based on the minimum applicable statutory withholding rates.  Notwithstanding any other provision of this Agreement (but for the avoidance of doubt, in all events subject to the immediately preceding sentence):

(a)The Company and its Subsidiaries have the authority to deduct or withhold, or require Holder to remit to the Company or the applicable Subsidiary, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation) required by law to be withheld with respect to any taxable event arising pursuant to this Agreement.  The

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Company and its Subsidiaries may withhold or Holder may make such payment in one or more of the forms specified below:

(i)by cash or check made payable to the Company or the Subsidiary with respect to which the withholding obligation arises;

(ii)by the deduction of such amount from other amounts (including compensation) payable in cash by the Company or its Subsidiaries to Holder;

(iii)with the consent of the Committee, by requesting that the Company withhold from the Restricted Shares that are then becoming vested the minimum number of whole Restricted Shares having a then current Fair Market Value sufficient to necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates;

(iv)with the consent of the Committee, by tendering to the Company vested shares of Common Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates;

(v)subject to applicable laws, any Company insider trading policy and the terms of any other agreement between Holder and the Company, through the delivery of a notice that Holder has placed a market sell order with a broker acceptable to the Company with respect to share of Common Stock and that the broker has been irrevocably directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds is then made to the Company or the applicable Subsidiary at such time as may be required by the Committee; or

(vi)in any combination of the foregoing.

(b)In the event Holder fails to provide timely payment of all sums required pursuant to Section 4.3(a), the Company shall have the right and option, but not the obligation, to treat such failure as an election by Holder to satisfy all or any portion of Holder’s required payment obligation pursuant to Section 4.3(a)(ii) or Section 4.3(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate. The Company shall not be obligated to deliver any certificate representing the Restricted Shares to Holder or his or her legal representative unless and until Holder or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Holder resulting from the vesting of the Shares or any other taxable event related to the Shares.

(c)In the event any tax withholding obligation arising in connection with the Restricted Shares will be satisfied under Section 4.3(a)(iii), then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Holder’s behalf a whole number of Restricted Shares from those Restricted Shares that are then becoming vested as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to the Company or the Subsidiary with respect to which the withholding obligation arises.  Holder hereby instructs and authorizes the Company and such brokerage firm to complete the transactions described in this Section 4.3(c), including the transactions described in the previous sentence, as applicable.  The Company may refuse to deliver any certificate representing the Restricted Shares to Holder or his or her legal representative until the foregoing tax withholding obligations are satisfied.

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(d)Holder is ultimately liable and responsible for all taxes owed in connection with the Restricted Shares, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Restricted Shares.  Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the Restricted Shares or the subsequent sale of the Restricted Shares.  The Company and the Subsidiaries do not commit and are under no obligation to structure this Agreement to reduce or eliminate Holder’s tax liability.

ARTICLE V.
RESTRICTIVE LEGENDS AND TRANSFERABILITY

5.1Legends.  Any certificate representing a Restricted Share will bear the following legend until the Restricted Share becomes a Vested Share and any legends that the Company determines are required by law:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

5.2Transferability.  The Restricted Shares and any Retained Distributions may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, in any manner unless and until they become Vested Shares.  Any attempted transfer or disposition of Unvested Shares or related Retained Distributions prior to the time the Unvested Shares become Vested Shares.  The Company will not be required to (a) transfer on its books any Restricted Share that has been sold or otherwise transferred in violation of this Agreement or (b)  treat as owner of such Restricted Share or accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Share has been so transferred.  The Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, or make appropriate notations to the same effect in its records.

ARTICLE VI.
OTHER PROVISIONS

6.1Notices.  Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number.  Any notice to be given under the terms of this Agreement to Holder must be in writing and addressed to Holder at Holder’s last known mailing address, email address or facsimile number in the Company’s personnel files.  By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party.  Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

6.2Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

6.3Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors

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and assigns of the Company.  Subject to the restrictions on transfer set forth in this Agreement, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

6.4Entire Agreement.  This Agreement (including any exhibit hereto) constitutes the entire agreement of the parties and supersedes in their entirety all prior undertakings and agreements of the parties hereto with respect to the subject matter hereof, including the MUGA and the LLC Agreement.  The LLC and its affiliates, successors and predecessors, and their officers, directors and equity holders are each intended third party beneficiaries of this Section.

6.5Agreement Severable.  In the event that any provision of this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of this Agreement.

6.6Limitation on Holder’s Rights.  This Agreement confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust.  Holder will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Restricted Shares.

6.7Not a Contract of Employment.  Nothing in the Plan, the Grant Notice or this Agreement confers upon Holder any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Holder.

6.8Counterparts.  This Agreement may be executed in one or more counterparts, including by way of any electronic signature, subject to applicable law, each of which will be deemed an original and all of which together will constitute one instrument..

6.9Governing Law.  The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

6.10Amendment, Suspension and Termination.  This Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee, provided, that, except as may otherwise be provided, directly or indirectly, in this Agreement, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Restricted Shares without the prior written consent of Holder.

6.11Clawback.  To the extent required by applicable law or any applicable securities exchange listing standards, the Restricted Shares and any proceeds thereof shall be subject to clawback as determined by the Committee, which clawback may include forfeiture, repurchase and/or recoupment of the Restricted Shares and amounts paid or payable pursuant to or with respect to the Restricted Shares.

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first set forth above.

PRESS GANEY HOLDINGS, INC.

By:

Name:

Title:

HOLDER

Number of Units and Restricted Shares

Number of Unvested Units Under MUGA:	Class      Common Units
Number of Restricted Shares:	Restricted Shares

EX-10.15

Exhibit 10.15

PRESS GANEY HOLDINGS, INC.

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (the “Agreement”) is entered into effective as of the effective date of the Distribution (defined below) (the “Effective Date”), by and between Press Ganey Holdings, Inc. (the “Company”) and the holder (“Holder”) identified on the signature page hereto (the “Signature Page”).

WHEREAS, as of the Effective Date, Holder holds the number of unvested Class B Common Units (the “Units”) of set forth on the Signature Page, subject to the terms of Holdco’s Ninth Amended and Restated Limited Liability Agreement, dated as of April 15, 2014, as amended from time to time (the “LLC Agreement”), and a Management Unit Subscription Agreement between Holdco and Holder, attached hereto as Exhibit A, as amended from time to time (the “MUSA”);

WHEREAS, in connection with the initial public offering of the Company’s common stock (“Common Stock”), Holdco is being dissolved and all of its assets distributed to its Members (as defined in the LLC Agreement), effective as of the Effective Date (such actions, collectively, the “Distribution”);

WHEREAS, Holdco’s sole assets as of the date hereof are shares of Common Stock; and

WHEREAS, in connection with the Dissolution, Holdco’s Management Committee has determined that Holder shall be entitled in the Dissolution to receive in respect of Holder’s Units the number of shares of Common Stock set forth on the Signature Page, subject to the terms and conditions of this Agreement (such shares, the “Restricted Shares”).

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Holder hereby agree as follows:

ARTICLE I.
DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the following meanings:

1.1Committee.  “Committee” means the Company’s Board of Directors, the Compensation Committee thereof or a committee or subcommittee appointed by the Company’s Board of Directors or Compensation Committee thereof to administer this Agreement.

1.2Fair Market Value.  “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Committee deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Committee deems reliable; or (iii) without an established market for the Common Stock, the Committee will determine the Fair Market Value in its discretion.

1.3Subsidiary.  “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

1.4Termination of Employment.  “Termination of Employment” means termination of Holder’s engagement as an employee of the Company and its Subsidiaries.

ARTICLE II.
GENERAL

2.1Ownership.  Holder is the owner of the Restricted Shares and has all the rights of a shareholder with respect thereto, including the right to vote the Restricted Shares and to receive all dividends or other distributions paid with respect to the Restricted Shares, subject to the terms of this Agreement.  Holder’s ownership of Restricted Shares will be evidenced by (i) a stock certificate or certificates representing the Restricted Shares to be registered in Holder’s name or (ii) by a book-entry in the Company’s records.  If a stock certificate is issued, the certificate will be delivered to, and held in accordance with this Agreement by, the Company or its authorized representatives and will bear the restrictive legends required by this Agreement.  If the Restricted Shares are held in book-l.entry form, then the book-entry will indicate that the Restricted Shares are subject to the restrictions of this Agreement.

ARTICLE III.
VESTING, FORFEITURE AND ESCROW

3.1Vesting.  Each Restricted Share will be become a vested Share (a “Vested Share”) in substantially equal annual installments on each anniversary of the Vesting Reference Date (as defined in the MUSA) that occurs after the Effective Date, ending with the fifth anniversary of the Vesting Reference Date, except that any fraction of a Restricted Share that would otherwise become a Vested Share will be accumulated and will become a Vested Share only when a whole Vested Share has accumulated.  All of the Restricted Shares will become Vested Shares immediately prior to a Sale of the Company (as defined in the MUSA) that occurs prior to Holder’s Termination of Employment.  For the avoidance of doubt, the Distribution shall not constitute a Sale of the Company.  The Committee may accelerate the vesting of all or a portion of the Restricted Shares in such circumstances as it may determine.

3.2Forfeiture.  In the event of Holder’s Termination of Employment for any reason, any Restricted Shares that are not Vested Shares (the “Unvested Shares”) may be repurchased by the Company (as if it were Holdco) in accordance with the terms of Section 4.1 of the MUSA, provided that (i) the repurchase price for such Unvested Shares shall in all events be the lesser of Fair Market Value and the portion of the purchase price Holder paid for the corresponding Unit that is attributable to the Unvested Shares (as determined by the Committee), and (ii) unless the Company has earlier delivered the Call Notice (as defined in the MUSA) or the Committee otherwise determines, the Company will automatically be deemed to have exercised such repurchase right and delivered the Call Notice with respect to all Unvested Shares on the final day upon which such Call Notice could be delivered under the terms of the MUSA and the repurchase date shall be the 30th day after the date of such deemed delivery.  Upon the repurchase of the Unvested Shares, the Company will become the legal and beneficial owner of the Unvested Shares and all related interests and Holder will have no further rights with respect to the Unvested Shares, other than the right to receive the repurchase price therefor.

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3.3Escrow.

(a)Unvested Shares will be held by the Company or its authorized representatives until (i) they are forfeited, (ii) they become Vested Shares or (iii) this Agreement is no longer in effect.  Holder appoints the Company and its authorized representatives as Holder’s attorney(s)-in-fact to take all actions necessary to effect any transfer of forfeited Unvested Shares (and Retained Distributions (as defined below), if any, paid on such forfeited Unvested Shares) to the Company as may be required pursuant to this Agreement and to execute such representations or other documents or assurances as the Company or such representatives deem necessary or advisable in connection with any such transfer.  The Company, or its authorized representative, will not be liable for any good faith act or omission with respect to the holding in escrow or transfer of the Restricted Shares.

(b)All cash dividends and other distributions made or declared with respect to Unvested Shares (“Retained Distributions”) will be held by the Company until the time (if ever) when the Unvested Shares to which such Retained Distributions relate become Vested Shares.  The Company will establish a separate Retained Distribution bookkeeping account (“Retained Distribution Account”) for each Unvested Share with respect to which Retained Distributions have been made or declared in cash and credit the Retained Distribution Account (without interest) on the date of payment with the amount of such cash paid or declared with respect to the Unvested Share.  Retained Distributions (including any Retained Distribution Account balance) will immediately and automatically be forfeited upon forfeiture of the Unvested Share with respect to which the Retained Distributions were paid or declared.

(c)As soon as reasonably practicable following the date on which an Unvested Share becomes a Vested Share, the Company will (i) cause the certificate (or a new certificate without the legend required by this Agreement, if Holder so requests) representing the Restricted Share to be delivered to Holder or, if the Restricted Share is held in book-entry form, cause the notations indicating the Restricted Share is subject to the restrictions of this Agreement to be removed and (ii) pay to Holder the Retained Distributions relating to the Restricted Share.

3.4Rights as Stockholder.  Except as otherwise provided in this Agreement, upon issuance of the Restricted Shares by the Company, Holder will have all the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive dividends or other distributions paid or made with respect to the Restricted Shares.  Holder acknowledges that the Restricted Shares are subject to adjustment in accordance with the Company’s organizational documents.

ARTICLE IV.
TAXATION AND TAX WITHHOLDING

4.1Representation.  Holder has reviewed with Holder’s own tax advisors the tax consequences of the Restricted Shares and the transactions contemplated by this Agreement.  Holder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

4.2Section 83(b) Election.  Holder agrees to makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to the Restricted Shares in the form attached as Exhibit B hereto within 30 days after the Effective Date.  Holder will deliver a copy of the election to the Company promptly after filing the election with the Internal Revenue Service.

4.3Tax Withholding.  Notwithstanding any other provision of this Agreement:

(a)The Company and its Subsidiaries have the authority to deduct or withhold, or require Holder to remit to the Company or the applicable Subsidiary, an amount sufficient to satisfy applicable federal, state, local and foreign taxes (including the employee portion of any FICA obligation)

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required by law to be withheld with respect to any taxable event arising pursuant to this Agreement.

(b)Holder is ultimately liable and responsible for all taxes owed in connection with the Restricted Shares, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Restricted Shares.  Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the Restricted Shares or the subsequent sale of the Restricted Shares.  The Company and the Subsidiaries do not commit and are under no obligation to structure this Agreement to reduce or eliminate Holder’s tax liability.

ARTICLE V.
RESTRICTIVE LEGENDS AND TRANSFERABILITY

5.1Legends.  Any certificate representing a Restricted Share will bear the following legend until the Restricted Share becomes a Vested Share and any legends that the Company determines are required by law:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

5.2Transferability.  The Restricted Shares and any Retained Distributions may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, in any manner unless and until they become Vested Shares.  Any attempted transfer or disposition of Unvested Shares or related Retained Distributions prior to the time the Unvested Shares become Vested Shares.  The Company will not be required to (a) transfer on its books any Restricted Share that has been sold or otherwise transferred in violation of this Agreement or (b)  treat as owner of such Restricted Share or accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Share has been so transferred.  The Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, or make appropriate notations to the same effect in its records.

ARTICLE VI.
OTHER PROVISIONS

6.1Notices.  Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number.  Any notice to be given under the terms of this Agreement to Holder must be in writing and addressed to Holder at Holder’s last known mailing address, email address or facsimile number in the Company’s personnel files.  By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party.  Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

6.2Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

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6.3Successors and Assigns.  The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer set forth in this Agreement, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

6.4Entire Agreement.  This Agreement (including any exhibit hereto) constitutes the entire agreement of the parties and supersedes in their entirety all prior undertakings and agreements of the parties hereto with respect to the subject matter hereof, including the MUSA and the LLC Agreement.  The LLC and its affiliates, successors and predecessors, and their officers, directors and equity holders are each intended third party beneficiaries of this Section.

6.5Agreement Severable.  In the event that any provision of this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of this Agreement.

6.6Limitation on Holder’s Rights.  This Agreement confers no rights or interests other than as herein provided.  This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust.  Holder will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Restricted Shares.

6.7Not a Contract of Employment.  Nothing in the Plan, the Grant Notice or this Agreement confers upon Holder any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Holder.

6.8Counterparts.  This Agreement may be executed in one or more counterparts, including by way of any electronic signature, subject to applicable law, each of which will be deemed an original and all of which together will constitute one instrument..

6.9Governing Law.  The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

6.10Amendment, Suspension and Termination.  This Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee, provided, that, except as may otherwise be provided, directly or indirectly, in this Agreement, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Restricted Shares without the prior written consent of Holder.

6.11Clawback.  To the extent required by applicable law or any applicable securities exchange listing standards, the Restricted Shares and any proceeds thereof shall be subject to clawback as determined by the Committee, which clawback may include forfeiture, repurchase and/or recoupment of the Restricted Shares and amounts paid or payable pursuant to or with respect to the Restricted Shares.

[signature page follows]

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first set forth above.

PRESS GANEY HOLDINGS, INC.

By:

Name:

Title:

HOLDER

Number of Units and Restricted Shares
Number of Unvested Units Under MUSA:	Class B Common Units
Number of Restricted Shares:	Restricted Shares

EX-21.1

Exhibit 21.1

Subsidiaries of Press Ganey Holdings, Inc.:

Name	Jurisdiction of Organization
Press Ganey Associates, Inc.	Indiana
Patient Impact, LLC	Illinois
Data Advantage, LLC	Texas
Center for Performance Sciences, Inc.	Maryland
Morehead Associates, Inc.	North Carolina
On the Spot Systems, Inc.	Delaware
Dynamic Clinical Systems, Inc.	Delaware
The Institute for Innovation, Inc.	Indiana

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 30, 2015 (except for Note 17 as to which the date is May 8, 2015) in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-203248) and related Prospectus of Press Ganey Holdings, Inc. dated May 11, 2015.

/s/ Ernst & Young LLP

Chicago, Illinois
May 11, 2015

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm