Pediatrix Medical Group Inc - Initial Statement of Beneficial Ownership (3)
August 21 2008 - 4:00PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MILLER FREDERICK V
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/11/2008
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3. Issuer Name
and
Ticker or Trading Symbol
PEDIATRIX MEDICAL GROUP INC [PDX]
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(Last)
(First)
(Middle)
1301 CONCORD TERRACE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
President, Pediatrix Division /
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(Street)
SUNRISE, FL 33323-2825
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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5833
(1)
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D
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Common Stock
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30187
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D
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Common Stock
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32965
(2)
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D
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Common Stock
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34146
(3)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to buy)
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(4)
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2/10/2013
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Common Stock
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6800
(4)
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$15.1
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D
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Stock Options (Right to buy)
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(5)
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2/5/2014
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Common Stock
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26434
(5)
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$32.63
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D
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Stock Options (Right to buy)
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(6)
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6/1/2016
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Common Stock
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10625
(6)
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$44.7
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D
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Stock Options (Right to buy)
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(7)
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6/2/2018
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Common Stock
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17500
(7)
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$55.43
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D
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Stock Options (Right to buy)
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(8)
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6/1/2017
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Common Stock
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12500
(8)
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$57.09
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D
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Explanation of Responses:
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(
1)
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Restricted Shares granted under Issuer's 2008 Incentive Compensation Plan which vest in three equal installments on June 1, 2009, 2010 and 2011.
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(
2)
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Restricted Shares granted under Issuer's 2004 Incentive Compensation Plan which vest in equal installments on June 1, 2009 and June 1, 2010.
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(
3)
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Restricted Shares granted under Issuer's 2004 Incentive Compensation Plan which vest on June 1, 2009.
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(
4)
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Stock Options granted under Issuer's Amended and Restated Stock Option Plan and were exercisable in full on February 10, 2006.
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(
5)
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Stock Options granted under Issuer's Amended and Restated Stock Option Plan and were exercisable in full on February 5, 2007.
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(
6)
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Stock Options granted under Issuer's 2004 Incentive Compensation Plan, 7,083 of which were exercisable in full on June 1, 2008 and the remainder of which become exercisable on June 1, 2009.
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(
7)
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Stock Options granted under Issuer's 2008 Incentive Compensation Plan which vest in three equal installments on June 1, 2009, 2010 and 2011.
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(
8)
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Stock Options granted under Issuer's 2004 Incentive Compensation Plan, 4,167 of which became exercisable on June 1, 2008 and the remainder becomes exercisable in equal installments on June 1, 2009 and June 1, 2010.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MILLER FREDERICK V
1301 CONCORD TERRACE
SUNRISE, FL 33323-2825
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President, Pediatrix Division
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Signatures
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FREDERICKVMILLER, M.D.
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8/21/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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