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 * Brock Steven	2. Issuer Name and Ticker or Trading Symbol USMD Holdings, Inc. [ USMD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 1211 GREENBRIAR LANE	3. Date of Earliest Transaction (MM/DD/YYYY) 9/30/2016
(Street) ARLINGTON, TX 76013 (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 ($.01 par value)	9/30/2016		D		19114	D	(1)	0	D
Common Stock ($.01 par value)	9/30/2016		D		39198	D	(2)	0	I	Indirectly held through UANT Ventures, L.P.

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
5% Convertible Subordinated Notes Due 2019	$10.61	9/30/2016		D			5750	9/1/2014	(3)	Common Stock ($.01 par)	5750	$0.00	0	I	Indirectly held trhoguh AOB Surgical Group, Ltd.

Explanation of Responses:
( 1)	Disposed of at the effective time of the merger of Project Z Merger Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of WellMed Medical Management, Inc. ("WellMed") with and into the issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated August 29, 2016, among the issuer, WellMed and Merger Sub, in exchange for a cash payment of $22.34 per share.
( 2)	Upon its disposition of its shares of the issuer's common stock at the effective time of the Merger, UANT Ventures, L.P. ("Ventures") received a cash payment of $22.34 per share. After paying certain Merger-related costs, each partner of Ventures, including the reporting person, received a distribution equal to $22.22 per share (subject to certain post-closing adjustments) for the shares of the issuer's common stock such person held indirectly through Ventures.
( 3)	The noteholder had the right at any time after April 29, 2016 but prior to the payment in full of the note by the issuer, to convert all or any portion of the unpaid principal balance of the note into shares of the issuer's common stock. The note was repaid in full in connection with the Merger and this conversion right was cancelled.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brock Steven 1211 GREENBRIAR LANE ARLINGTON, TX 76013	X

Signatures
/s/ Steven Brock		10/4/2016
** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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