Amended Statement of Ownership (sc 13g/a)

 

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

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Press Ganey Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74113L102

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Capital Partners V, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0%
	12	Type of Reporting Person PN

 

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CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Capital Partners V-A, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0%
	12	Type of Reporting Person PN

 

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CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Capital Partners V-B, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0%
	12	Type of Reporting Person PN

 

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CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Executives V, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0%
	12	Type of Reporting Person PN

 

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CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Co-Invest V, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0%
	12	Type of Reporting Person PN

 

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CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Investors V, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0%
	12	Type of Reporting Person PN

 

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CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Associates V, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Scotland
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0%
	12	Type of Reporting Person PN

 

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CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Managers V Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0%
	12	Type of Reporting Person OO (Cayman Islands limited company)

 

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CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Daniel S. O’Connell
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0%
	12	Type of Reporting Person IN

 

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CUSIP No. 74113L102

Schedule 13G

 

Item 1.	(a)	Name of Issuer: Press Ganey Holdings, Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices: 401 Edgewater Place, Suite 500 Wakefield, Massachusetts 01880
Item 2.	(a)	Name of Person Filing: Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:   i.         Vestar Capital Partners V, L.P. (“Vestar V”) ii.        Vestar Capital Partners V-A, L.P. (“Vestar V-A”) iii.       Vestar Capital Partners V-B, L.P. (“Vestar V-B”) iv.       Vestar Executives V, L.P. (“Executives V”) v.        Vestar Co-Invest V, L.P. (“Co-Invest V”) vi.       Vestar Investors V, L.P. (“Investors V” and collectively with Vestar V, Vestar V- A, Vestar V-B, Executives V and Co-Invest V, the “Vestar Investors”) vii.      Vestar Associates V, L.P. (“Vestar Associates V”) viii.     Vestar Managers V Ltd. (“VMV”) ix.       Daniel S. O’Connell
	(b)	Address or Principal Business Office: The business address of each of the Reporting Persons is c/o Vestar Capital Partners, 245 Park Avenue, 41 st  Floor, New York, NY 10167.
	(c)	Citizenship of each Reporting Person is: Each of the Vestar Investors and VMV is organized under the laws of the Cayman Islands. Vestar Associates V is organized under the laws of the Scotland. Mr. O’Connell is a United States citizen.
	(d)	Title of Class of Securities: Common stock, $0.01 par value per share (“Common Stock”)
	(e)	CUSIP Number: 74113L102
Item 3.
	Not applicable.

 

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CUSIP No. 74113L102

Schedule 13G

 

Item 4.	Ownership
	(a)	Amount beneficially owned:    This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of December 31, 2016, the Reporting Persons do not beneficially own any shares of Common Stock.
	(b)	Percent of class:    See Item 4(a) hereof.
	(c)	Number of shares as to which such person has:
		(i)	Sole power to vote or to direct the vote:    0
		(ii)	Shared power to vote or to direct the vote:     0
		(iii)	Sole power to dispose or to direct the disposition of:    0
		(iv)	Shared power to dispose or to direct the disposition of:    0
Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8.	Identification and Classification of Members of the Group
Not applicable.
Item 9.	Notice of Dissolution of Group
Not applicable.

 

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CUSIP No. 74113L102

Schedule 13G

 

Item 10.	Certification
Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date :      February 10, 2017

 

 

	VESTAR CAPITAL PARTNERS V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR CAPITAL PARTNERS V-A, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR CAPITAL PARTNERS V-B, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR EXECUTIVES V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact

 

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CUSIP No. 74113L102

Schedule 13G

 

	VESTAR CO-INVEST V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR INVESTORS V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR ASSOCIATES V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR MANAGERS V, LTD.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	DANIEL S. O’CONNELL
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact

 

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CUSIP No. 148806102

Schedule 13G

 

LIST OF EXHIBITS

 

Exhibit No.		Description
24		Power of Attorney (incorporated by reference to Exhibit 24 to the Schedule 13G filed by the Reporting Persons on February 16, 2016).
99		Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 16, 2016).

 

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