X0306 4 2016-09-30 1 0001507881 USMD Holdings, Inc. USMD 0001657136 Berend James F 6333 N. STATE HIGHWAY 161 SUITE 200 IRVING TX 75038 0 1 0 0 EVP and CFO Option to purchase 8.21 2016-09-30 4 D 0 100000 D 2023-08-06 Common Stock ($.01 par) 100000 0 D Options for 20,000 shares vested on each of August 6, 2015 and January 1, 2016, and the remaining options vested at a rate of 20,000 shares per year beginning on January 1, 2017. Pursuant to the Agreement and Plan of Merger dated August 29, 2016 among the issuer, WellMed Medical Management, Inc. and Project Z Merger Sub, Inc., a wholly-owned subsidiary of WellMed Medical Management, Inc., (the "Merger"), as of the effective time of the Merger, all vested and unvested were automatically cancelled and converted into a right to receive a cash payment of $22.34 per share, less the applicable exercise price. /s/ James F. Berend 2016-10-04