Lumexa Imaging Holdings, Inc. (LMRI) outlines WCAS share holdings
Rhea-AI Filing Summary
Lumexa Imaging Holdings, Inc. filed an initial statement of beneficial ownership for Welsh, Carson, Anderson & Stowe–affiliated entities that are identified as both directors and 10% owners. These reporting persons disclose indirect holdings of Lumexa Imaging common stock through Common Units of Lumexa Imaging Equity Holdco, LLC (Holdings LLC), where each nine Common Units represent the right to acquire one share of common stock held by Holdings LLC.
The filing lists multiple blocks of common stock underlying these derivative securities, including 17,646,994 shares attributable to Welsh, Carson, Anderson & Stowe XII, L.P., 3,219,023 shares for Welsh, Carson, Anderson & Stowe XII Cayman, L.P., and 3,267,506 shares for WCAS Co-Invest Holdco, L.P. After Lumexa Imaging’s initial public offering and a 180-day lock-up period, Holdings LLC may distribute its common stock pro rata to remaining equity holders, at which time these indirect interests may be settled into Lumexa Imaging shares in connection with such a distribution.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Units of Holdings LLC | -- | -- | -- |
| holding | Common Units of Holdings LLC | -- | -- | -- |
| holding | Common Units of Holdings LLC | -- | -- | -- |
| holding | Common Units of Holdings LLC | -- | -- | -- |
| holding | Common Units of Holdings LLC | -- | -- | -- |
| holding | Common Units of Holdings LLC | -- | -- | -- |
| holding | Common Units of Holdings LLC | -- | -- | -- |
Footnotes (1)
- Represents common units ("Common Units") of Lumexa Imaging Equity Holdco, LLC ("Holdings LLC") held by the Reporting Persons. Each nine Common Units represent the right to acquire one share of the Issuer's common stock ("Common Stock") held by Holdings LLC. After the closing of the Issuer's initial public offering ("IPO"), Holdings LLC may distribute all or a portion of the shares of the Common Stock it holds to its remaining equity holders on a pro rata basis, not earlier than the expiration of a 180-day lock-up period (a "Distribution"). Accordingly, the shares of Common Stock reported on this row represent shares of Common Stock that the Reporting Persons are entitled to receive in connection with a Distribution in exchange for their Common Units. Represents Welsh, Carson, Anderson & Stowe XII Cayman, L.P.'s pro-rata interest in the shares of Common Stock held by Holdings LLC. The general partner of Welsh, Carson, Anderson & Stowe XII Cayman, L.P. is WCAS XII Associates Cayman, L.P. The general partner of WCAS XII Associates Cayman, L.P. is WCAS XII Associates LLC. Represents Welsh, Carson, Anderson & Stowe XII Delaware II, L.P.'s pro-rata interest in the shares of Common Stock held by Holdings LLC. The general partner of Welsh, Carson, Anderson & Stowe XII Delaware II, L.P. is WCAS XII Associates LLC. Represents Welsh, Carson, Anderson & Stowe XII Delaware, L.P.'s pro-rata interest in the shares of Common Stock held by Holdings LLC. The general partner of Welsh, Carson, Anderson & Stowe XII Delaware, L.P. is WCAS XII Associates Cayman, L.P. The general partner of WCAS XII Associates Cayman, L.P. is WCAS XII Associates LLC. Represents Welsh, Carson, Anderson & Stowe XII, L.P.'s pro-rata interest in the shares of Common Stock held by Holdings LLC. The general partner of Welsh, Carson, Anderson & Stowe XII, L.P. is WCAS XII Associates LLC. Represents WCAS XII Co-Investors LLC's pro-rata interest in the shares of Common Stock held by Holdings LLC. Investment and voting decisions with respect to the shares held by WCAS XII Co-Investors LLC are made by a committee of managing members of WCAS XII Co-Investors LLC comprised of three or more individuals, including Brian Regan (who serves on the Issuer's board of directors). Each managing member of WCAS XII Co-Investors LLC disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned by WCAS XII Co-Investors LLC except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Represents WCAS Co-Invest Holdco, L.P.'s pro-rata interest in the shares of Common Stock held by Holdings LLC. The general partner of WCAS Co-Invest Holdco, L.P. is WCAS Co-Invest Associates LLC. Investment and voting decisions with respect to the shares held by WCAS Co-Invest Holdco, L.P. are made by a committee of the managing members of WCAS Co-Invest Associates LLC comprised of three or more individuals, including Brian Regan (who serves on the Issuer's board of directors). Each managing member of WCAS Co-Invest Associates LLC disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned by WCAS Co-Invest Holdco, L.P. except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Represents WCAS Management Corporation's pro-rata interest in the shares of Common Stock held by Holdings LLC. Investment and voting decisions with respect to the shares held by WCAS Management Corporation are made by a committee of the board of directors of WCAS Management Corporation comprised of three or more individuals, including Brian Regan (who serves on the Issuer's board of directors). Each member of the board of directors of WCAS Management Corporation disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned by WCAS Management Corporation except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Investment and voting decisions with respect to the shares held by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., and Welsh, Carson, Anderson & Stowe XII, L.P. are made by a committee of the managing members of WCAS XII Associates LLC comprised of three or more individuals, including Brian Regan (who serves on the Issuer's board of directors). [continues in footnote 10] [continued from footnote 9] Each managing member of WCAS XII Associates LLC disclaims beneficial ownership of the shares of Common Stock reported as beneficially owned by Welsh, Carson, Anderson & Stowe XII Cayman, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., and Welsh, Carson, Anderson & Stowe XII, L.P. except to the extent of his or her pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
FAQ
What insider ownership does the WCAS group report in Lumexa Imaging Holdings, Inc. (LMRI)?
The Welsh, Carson, Anderson & Stowe–affiliated entities report indirect beneficial ownership of Lumexa Imaging common stock through Common Units of Lumexa Imaging Equity Holdco, LLC (Holdings LLC). Each nine Common Units represent the right to acquire one share of Lumexa Imaging common stock held by Holdings LLC, giving these entities exposure to multiple large share blocks.
How are Holdings LLC Common Units linked to LMRI common stock?
According to the filing, each nine Common Units of Lumexa Imaging Equity Holdco, LLC represent the right to acquire one share of Lumexa Imaging Holdings, Inc. common stock held by Holdings LLC. These units are reported as derivative securities that can result in Lumexa Imaging shares being received in connection with a qualifying distribution.
Which Welsh, Carson, Anderson & Stowe entities are named as reporting persons for LMRI?
Named reporting persons include Welsh, Carson, Anderson & Stowe XII Cayman, L.P., Welsh, Carson, Anderson & Stowe XII Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII, L.P., WCAS XII Co-Investors LLC, WCAS Co-Invest Holdco, L.P., WCAS Management Corporation, WCAS XII Associates Cayman, L.P., WCAS XII Associates LLC, and WCAS Co-Invest Associates LLC.