Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * LIPSON ROBERTA	2. Issuer Name and Ticker or Trading Symbol CHINDEX INTERNATIONAL INC [ CHDX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) CEO
(Last)          (First)          (Middle) C/O US CHINA INDUSTRIAL EXCHANGE INC, 7201 WISCONSIN AVE	3. Date of Earliest Transaction (MM/DD/YYYY) 9/29/2014
(Street) BETHESDA, MD 20814 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	9/29/2014		D (1)		193779	D	$24.00	0	D
Common Stock	9/29/2014		J (2)		716692   (3)	D	$24.00	0	D
Common Stock	9/29/2014		J (4)		10000	D	(4)	0	D
Common Stock	9/29/2014		J (5)		31423	D	(5)	0	D
Common Stock	9/29/2014		J (6)		40000	D	(6)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options   (7)	(7)	9/29/2014		D			214499	(7)	(7)	Common Stock	214499	(7)	0	D

Explanation of Responses:
( 1)	Pursuant to the Amended and Restated Agreement and Plan of Merger, as amended to date (the "Merger Agreement"), among Chindex International, Inc. (the "Company"), Healthy Harmony Holdings, L.P. (the "Parent") and Healthy Harmony Acquisition, Inc., these shares were canceled and converted into the right to receive $24.00 in cash, without interest, less any applicable withholding taxes.
( 2)	Pursuant to the First Amended and Restated Support Agreement, dated as of August 6, 2014 and as amended to date (the "Rollover Agreement"), by and among Parent, TPG Asia VI, L.P., Fosun Industrial Co., Limited, Ms. Lipson and others, Ms. Lipson contributed these shares to Parent in exchange for limited partnership interests in Parent.
( 3)	Includes 660,000 shares of Class B Common Stock, of which 30,000 shares are held by each of the Ariel Benjamin Lee Trust, Daniel Lipson Plafker Trust and Jonathan Lipson Plafker Trust, of each of which Ms. Lipson is a trustee. Also includes 10,800 shares of Common Stock held by the B. Lipson Plafker Trust, of which Ms. Lipson is a trustee.
( 4)	Unvested restricted shares. Pursuant to the Rollover Agreement, Ms. Lipson contributed these shares to Parent in exchange for unvested limited partnership interests in Parent.
( 5)	Represents shares underlying earned but unvested performance restricted stock units granted on March 27, 2012. Pursuant to the Rollover Agreement, Ms. Lipson contributed these units to Parent in exchange for earned but unvested Parent restricted units.
( 6)	Represents 24,500 and 15,500 shares underlying unearned performance restricted stock units granted on March 27, 2013 and 2014, respectively. Pursuant to the Rollover Agreement, Ms. Lipson contributed these units to Parent in exchange for earned but unvested Parent restricted units.
( 7)	These ten-year nonqualified options were granted between September 8, 2005 and June 9, 2011 at exercise prices ranging from $2.98 to $14.85 per share. Pursuant to the Rollover Agreement, Ms. Lipson contributed these options to Parent in exchange for options to acquire limited partnership interests in Parent.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LIPSON ROBERTA C/O US CHINA INDUSTRIAL EXCHANGE INC 7201 WISCONSIN AVE BETHESDA, MD 20814	X		CEO

Signatures
/s/ Lawrence Pemble - Attorney in Fact		9/29/2014
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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