PGND / Press Ganey Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

PGND / Press Ganey Holdings, Inc. / Vestar Capital Partners V L P - SC 13G/A Passive Investment

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 t

Press Ganey Holdings 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37398 Press Ganey Holdings, Inc. (Exact name of registrant as specified

Press Ganey Holdings S-8

Registration No. 333-204354 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Press Ganey Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 20-0259496 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PRESS GANEY HOLDINGS, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of PRESS GANEY HOLDINGS, INC. FIRST. The name of the Corporation is Press Ganey Holdings, Inc. SECOND. The registered office and registered agent of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808. THIRD. The purpose of the Corporat

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 21, 2016 Press Ganey Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37398 20-0259496 (State or Other Jurisdiction of Incorporation) (Commission

EQT Completes Acquisition of Press Ganey

EX-99.1 4 a16-202261ex99d1.htm EX-99.1 Exhibit 99.1 EQT Completes Acquisition of Press Ganey Boston, Massachusetts, October 21, 2016—Press Ganey Holdings, Inc. (NYSE:PGND) today announced the completion of its acquisition by EQT Equity fund EQT VII (“EQT”), part of the global private equity group EQT. Under the terms of the agreement, Press Ganey shareholders will receive $40.50 in cash for each s

PRESS GANEY HOLDINGS, INC. ARTICLE I MEETINGS OF STOCKHOLDERS

EX-3.2 3 a16-202261ex3d2.htm EX-3.2 Exhibit 3.2 PRESS GANEY HOLDINGS, INC. BY-LAWS ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meeting and Notice. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual meetings of stockholders shall

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 1, 2016, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d

Submission of Matters to a Vote of Security Holders

8-K 1 a16-2017018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 19, 2016 Press Ganey Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37398 20-0259496 (State or Other Jurisdiction of

Press Ganey Holdings DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Press Ganey Holdings DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS MISCELLANEOUS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 19, 2016 Press Ganey Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37398 20-0259496 (State or Other Jurisdiction of Incorporation) (Commissi

Press Ganey Holdings, Inc. Announces End of Go Shop Period

Exhibit 99.1 Press Ganey Holdings, Inc. Announces End of Go Shop Period September 19, 2016 BOSTON ?(BUSINESS WIRE)? Press Ganey Holdings, Inc. (NYSE:PGND) today announced the expiration of the 40-day ?go shop? period under the terms of the previously announced definitive agreement (the ?Merger Agreement?) pursuant to which Press Ganey will be acquired by EQT Equity fund EQT VII (?EQT?), part of th

Press Ganey Holdings 8-K

DEFA14A 1 a16-1763538k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 19, 2016 Press Ganey Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37398 20-0259496 (State or Other Jurisdict

Press Ganey Holdings, Inc. Announces End of Go Shop Period

Exhibit 99.1 Press Ganey Holdings, Inc. Announces End of Go Shop Period September 19, 2016 BOSTON ?(BUSINESS WIRE)? Press Ganey Holdings, Inc. (NYSE:PGND) today announced the expiration of the 40-day ?go shop? period under the terms of the previously announced definitive agreement (the ?Merger Agreement?) pursuant to which Press Ganey will be acquired by EQT Equity fund EQT VII (?EQT?), part of th

Press Ganey Holdings PREM14A

Use these links to rapidly review the document TABLE OF CONTENTS MISCELLANEOUS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 26, 2016 Press Ganey Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37398 20-0259496 (State or Other Jurisdiction of Incorporation) (Commission

Press Ganey Holdings 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 26, 2016 Press Ganey Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37398 20-0259496 (State or Other Jurisdiction of Incorporation) (Commission

Press Ganey Holdings DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Press Ganey Holdings DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Press Ganey Holdings DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Press Ganey Holdings DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Press Ganey Holdings DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2016 Press Ganey Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37398 20-0259496 (State or Other Jurisdiction of Incorporation) (Commission F

AGREEMENT AND PLAN OF MERGER by and among EMERALD TOPCO, INC., EMERALD BIDCO, INC. PRESS GANEY HOLDINGS, INC. Dated as of August 9, 2016

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among EMERALD TOPCO, INC., EMERALD BIDCO, INC. and PRESS GANEY HOLDINGS, INC. Dated as of August 9, 2016 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER 2 1.1 The Merger 2 1.2 Closing and Effective Time of the Merger 3 ARTICLE 2 CONVERSION OF SECURITIES IN THE MERGER 4 2.1 Conversion of Securities 4 2.2 Payment for Securities; Surrender of Certificates 4

Press Ganey Enters into Definitive Agreement to be Acquired by EQT EQT to pay $40.50 per share in all cash transaction Acquisition of Press Ganey represents first direct EQT Equity Investment in North America

Exhibit 99.1 Press Ganey Enters into Definitive Agreement to be Acquired by EQT EQT to pay $40.50 per share in all cash transaction Acquisition of Press Ganey represents first direct EQT Equity Investment in North America Boston, MA, August 9, 2016 ? Press Ganey (NYSE: PGND), a healthcare performance improvement company, announced that it has entered into a definitive agreement to be acquired by E

Press Ganey Enters into Definitive Agreement to be Acquired by EQT EQT to pay $40.50 per share in all cash transaction Acquisition of Press Ganey represents first direct EQT Equity Investment in North America

Exhibit 99.1 Press Ganey Enters into Definitive Agreement to be Acquired by EQT EQT to pay $40.50 per share in all cash transaction Acquisition of Press Ganey represents first direct EQT Equity Investment in North America Boston, MA, August 9, 2016 ? Press Ganey (NYSE: PGND), a healthcare performance improvement company, announced that it has entered into a definitive agreement to be acquired by E

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2016 Press Ganey Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37398 20-0259496 (State or Other Jurisdiction of Incorporation) (Commission F

AGREEMENT AND PLAN OF MERGER by and among EMERALD TOPCO, INC., EMERALD BIDCO, INC. PRESS GANEY HOLDINGS, INC. Dated as of August 9, 2016

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among EMERALD TOPCO, INC., EMERALD BIDCO, INC. and PRESS GANEY HOLDINGS, INC. Dated as of August 9, 2016 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER 2 1.1 The Merger 2 1.2 Closing and Effective Time of the Merger 3 ARTICLE 2 CONVERSION OF SECURITIES IN THE MERGER 4 2.1 Conversion of Securities 4 2.2 Payment for Securities; Surrender of Certificates 4

Press Ganey Holdings 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2016 Press Ganey Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37398 20-0259496 (State or Other Jurisdiction of Incorporation) (Commission F

Press Ganey Enters into Definitive Agreement to be Acquired by EQT EQT to pay $40.50 per share in all cash transaction Acquisition of Press Ganey represents first direct EQT Equity Investment in North America

Exhibit 99.1 Press Ganey Enters into Definitive Agreement to be Acquired by EQT EQT to pay $40.50 per share in all cash transaction Acquisition of Press Ganey represents first direct EQT Equity Investment in North America Boston, MA, August 9, 2016 ? Press Ganey (NYSE: PGND), a healthcare performance improvement company, announced that it has entered into a definitive agreement to be acquired by E

Press Ganey Holdings 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2016 Press Ganey Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-37398 20-0259496 (State or Other Jurisdiction of Incorporation) (Commission F

AGREEMENT AND PLAN OF MERGER by and among EMERALD TOPCO, INC., EMERALD BIDCO, INC. PRESS GANEY HOLDINGS, INC. Dated as of August 9, 2016

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among EMERALD TOPCO, INC., EMERALD BIDCO, INC. and PRESS GANEY HOLDINGS, INC. Dated as of August 9, 2016 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER 2 1.1 The Merger 2 1.2 Closing and Effective Time of the Merger 3 ARTICLE 2 CONVERSION OF SECURITIES IN THE MERGER 4 2.1 Conversion of Securities 4 2.2 Payment for Securities; Surrender of Certificates 4

Press Ganey Enters into Definitive Agreement to be Acquired by EQT EQT to pay $40.50 per share in all cash transaction Acquisition of Press Ganey represents first direct EQT Equity Investment in North America

Exhibit 99.1 Press Ganey Enters into Definitive Agreement to be Acquired by EQT EQT to pay $40.50 per share in all cash transaction Acquisition of Press Ganey represents first direct EQT Equity Investment in North America Boston, MA, August 9, 2016 ? Press Ganey (NYSE: PGND), a healthcare performance improvement company, announced that it has entered into a definitive agreement to be acquired by E

Press Ganey Holdings 10-Q (Quarterly Report)

pgndCurrent folio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Press Ganey Holdings, Inc. Reports Second Quarter 2016 Financial Results

pgndEx991 Exhibit 99.1 Press Ganey Holdings, Inc. Reports Second Quarter 2016 Financial Results BOSTON - (BUSINESSWIRE) - Press Ganey Holdings, Inc. (NYSE: PGND) (the ?Company?) announced financial results today for the second quarter and six months ended June 30, 2016. ?We are pleased with our solid performance in the second quarter of 2016. We remain steadfast in our commitment to delivering inn

Financial Statements and Exhibits, Results of Operations and Financial Condition

pgndCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Submission of Matters to a Vote of Security Holders

pgndAnnualMeetingResults8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Press Ganey Acquires Avatar International Holding Company

pgndAvatarEx991 Exhibit 99.1 Press Ganey Acquires Avatar International Holding Company Boston, Massachusetts, May 3, 2016?Press Ganey Holdings, Inc. (NYSE:PGND) today announced the acquisition of Avatar International Holding Company and its subsidiary Avatar International LLC, a patient experience and employee engagement company. Press Ganey, a leading health care performance improvement firm, par

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

pgndAvatar8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2016 PRESS GANEY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37398 20-0259496 (State or other jurisdiction of incorporation

Press Ganey Holdings 10-Q (Quarterly Report)

pgndCurrent folio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

pgndCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Press Ganey Holdings, Inc. Reports First Quarter 2016 Financial Results

EX-99.1 2 pgnd-20160503ex99141f98a.htm EX-99.1 Exhibit 99.1 Press Ganey Holdings, Inc. Reports First Quarter 2016 Financial Results BOSTON - (BUSINESSWIRE) - Press Ganey Holdings, Inc. (NYSE: PGND) announced financial results today for the first quarter ended March 31, 2016. “We are pleased with our solid performance in the first quarter of 2016 driven by patient experience, caregiver engagement a

Press Ganey Holdings DEF 14A

DEF 14A 1 a2228463zdef14a.htm DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

pgndBoardChange8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2016 PRESS GANEY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37398 20-0259496 (State or other jurisdiction of incorp

John P. Driscoll and John Glaser, PhD Join Press Ganey Board

pgndEx991BoardChange Exhibit 99.1 John P. Driscoll and John Glaser, PhD Join Press Ganey Board Boston-(BUSINESS WIRE)-Press Ganey Holdings, Inc. (NYSE: PGND) today announced that John P. Driscoll and John Glaser, PhD have been appointed to its board of directors effective April 25, 2016. Mr. Driscoll will also be appointed to Press Ganey?s Audit Committee effective May 20, 2016. Mr. Driscoll is Ch

Press Ganey Holdings 10-K (Annual Report)

pgndCurrent folio10K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant The following are subsidiaries of Press Ganey Holdings, Inc. as of December 31, 2015. Press Ganey Associates, Inc. (Indiana) PatientImpact LLC (Illinois) Data Advantage LLC (Texas) Center for Performance Services, Inc. (Maryland) Morehead Associates, Inc. (North Carolina) On The Spot Systems, Inc. (Delaware) Dynamic Clinical Systems, Inc. (Delaware) Heal

Press Ganey Holdings, Inc. Reports Fourth Quarter and 2015 Financial Results

EX-99.1 2 pgnd-20160229ex991a8dd40.htm EX-99.1 Exhibit 99.1 Press Ganey Holdings, Inc. Reports Fourth Quarter and 2015 Financial Results BOSTON - (BUSINESSWIRE) - Press Ganey Holdings, Inc. (NYSE: PGND) announced financial results today for the fourth quarter and year ended December 31, 2015. “We are pleased with our overall performance in the fourth quarter and full year 2015. Our results reflect

Financial Statements and Exhibits, Results of Operations and Financial Condition

pgndCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PGND / Press Ganey Holdings, Inc. / Vestar Capital Partners V L P - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Press Ganey Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74113L102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

JOINT FILING AGREEMENT

Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of Press Ganey Holdings, Inc.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY May 14, 2015 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2015 ☐TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ?QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2015 or ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Press Ganey Holdings, I

EMPLOYMENT AGREEMENT (Breht T. Feigh)

EX-10.3 3 pgnd-20150930ex10346eb8f.htm EX-10.3 Exhibit 10.3 EMPLOYMENT AGREEMENT (Breht T. Feigh) EMPLOYMENT AGREEMENT (the “Agreement”) dated as of August 6th, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the “Company”) and BREHT T. FEIGH (the “Employee”). WHEREAS, the Company desires to employ the Employee commencing August 31, 2015 (the “Effective Date”) and to enter into an ag

[The remainder of this page intentionally left blank.]

EXHIBIT 10.2 August 21, 2015 Mr. Matthew Hallgren One North Franklin, Suite 3400 Chicago, IL 60606 Dear Matt: This letter (the ?Letter Agreement?) will confirm our agreement regarding your employment with Press Ganey Holdings, Inc. (the ?Company?). As you may be aware, in connection with the commencement of your employment, you were provided with an offer letter, dated March 28, 2014, as supplemen

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 pgnd-20151104x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2015 PRESS GANEY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37398 20-0259496 (State or other jurisdi

Press Ganey Holdings, Inc. Reports Third Quarter Financial Results

pgndEx991 Exhibit 99.1 Press Ganey Holdings, Inc. Reports Third Quarter Financial Results BOSTON - (BUSINESSWIRE) - Press Ganey Holdings, Inc. (NYSE: PGND) announced financial results today for the third quarter and nine months ended September 30, 2015. ?We are pleased with our overall performance in the third quarter and continue to see strength in our core patient experience solutions and attrac

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2015 PRESS GANEY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37398 20-0259496 (State or other jurisdiction of incorporation or organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 ☐TRANSITION REPORT PURS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ?QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 or ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Press Ganey Holdings, Inc. (

Press Ganey Holdings, Inc. Reports Second Quarter 2015 Results

EX-99.1 2 a15-173251ex99d1.htm EX-99.1 Exhibit 99.1 Press Ganey Holdings, Inc. Reports Second Quarter 2015 Results · Revenue of $77.5 million increased 13% over the prior year period · Adjusted EBITDA of $29.1 million increased 15% over the prior year period BOSTON — (BUSINESSWIRE) — Press Ganey Holdings, Inc. (NYSE: PGND), a leading provider of patient experience measurement, analytics and consul

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a15-1732518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2015 PRESS GANEY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37398 20-0259496 (State or other jurisdiction

PRESS GANEY NAMES BREHT FEIGH NEW CHIEF FINANCIAL OFFICER

Exhibit 99.1 PRESS GANEY NAMES BREHT FEIGH NEW CHIEF FINANCIAL OFFICER August 6, 2015, Boston, MA ? Press Ganey Holdings, Inc. (NYSE: PGND), a leading health care performance improvement organization, announced today that Breht Feigh will assume the role of Chief Financial Officer, effective August 31, 2015. He will be responsible for the company?s financial planning, reporting, tax, treasury and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 PRESS GANEY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37398 20-0259496 (State or other jurisdiction of incorporation or organiz

$260,000,000 CREDIT AGREEMENT Dated as of July 31, 2015 PRESS GANEY HOLDINGS, INC., as Borrower, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, THE OTHER LENDERS PARTY HERETO BARCLAYS BANK PLC, BMO CAPITAL MARKETS CORP., GOLDMAN SAC

Exhibit 10.1 Execution Version $260,000,000 CREDIT AGREEMENT Dated as of July 31, 2015 among PRESS GANEY HOLDINGS, INC., as Borrower, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO BARCLAYS BANK PLC, BMO CAPITAL MARKETS CORP., GOLDMAN SACHS BANK USA and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners, BMO CAPITAL MARKE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2015 PRESS GANEY HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2015 PRESS GANEY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37398 20-0259496 (State or other jurisdiction of incorporation or organiza

Press Ganey Holdings, Inc. Closes $260 Million Debt Refinancing

Exhibit 99.1 Press Ganey Holdings, Inc. Closes $260 Million Debt Refinancing BOSTON, July 31, 2015 ? (BUSINESS WIRE)?Press Ganey Holdings, Inc. (NYSE: PGND) announced today the closing of a new $260 million credit facility. The new credit facility includes a $185 million term loan and a $75 million revolving credit facility. Proceeds from the new term loan were used to repay and terminate the exis

REGISTRATION RIGHTS AGREEMENT

EX-4.1 4 a15-394611ex4d1.htm EX-4.1 Exhibit 4.1 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 27, 2015 by and among Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), each of the Controlling Holders (as defined below), and each other Person identified on Schedule A attached hereto (the “Schedule of Investors

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 27, 2015 PRESS GANEY HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37398 20-0259496 (State or other jurisdiction of (Commission (I.R.S. Employ

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PRESS GANEY HOLDINGS, INC. (a Delaware corporation)

EX-3.1 2 a15-394611ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRESS GANEY HOLDINGS, INC. (a Delaware corporation) Press Ganey Holdings, Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Press Ganey Holdings, Inc. The date of filing of the Corporation’s original Certificate of Incorporation was Sep

AMENDED AND RESTATED PRESS GANEY HOLDINGS, INC. A Delaware corporation (Adopted as of May 27, 2015) ARTICLE I OFFICES

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PRESS GANEY HOLDINGS, INC. A Delaware corporation (Adopted as of May 27, 2015) ARTICLE I OFFICES Section 1. Registered Office. The address of the registered office of Press Ganey Holdings, Inc. (the ?Corporation?) in the State of Delaware, and the name of the Corporation?s registered agent at such address, shall be as set forth in the Amended and Restated

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY May 14, 2015 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S.

8,900,000 Shares Press Ganey Holdings, Inc. Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Filed pursuant to Rule 424(b)(4) Registration No.

Press Ganey Holdings S-8

As filed with the Securities and Exchange Commission on May 21, 2015 Registration No.

8,900,000 Shares Press Ganey Holdings, Inc. Common Stock

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

As filed with the Securities and Exchange Commission on May 20, 2015

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on May 20, 2015 Registration No.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

EX-24 2 ex-24.htm EX-24 Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J. Anderson and Matthew W. Hallgren or either of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an offi

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Devin J.

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY May 14, 2015 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S.

Press Ganey Holdings ESP

PRESS GANEY HOLDINGS, INC. 401 Edgewater Place, Suite 500 Wakefield, Massachusetts 01880 May 18, 2015 Via EDGAR Transmission Sonia Gupta Barros, Esq. Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Press Ganey Holdings, Inc. Registration Statement on Form S-1 Filed April 6, 2015 Registration No. 333-203248 Dear Ms.

Press Ganey Holdings ESP

CORRESP 1 filename1.htm Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Goldman, Sachs & Co. 200 West Street New York, New York 10282 May 18, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Sonia Gupta Barros, Esq. Re: Press Ganey Holdings, Inc. Registration Statement on Form S-1 (File No. 333-20324

Press Ganey Holdings 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Press Ganey Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or incorporation or organization) 20-0259496 (IRS Employer Identification No.) 401 Edgewater Place,

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION PGA HOLDINGS, INC.

EX-3.2 4 a2224683zex-32.htm EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PGA HOLDINGS, INC. PGA Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: FIRST: That, at a meeting of the Board of Directors of the Corporation, resolutions were duly adopt

PRESS GANEY HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Exhibit 10.13 PRESS GANEY HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the ?Board?) of Press Ganey Holdings, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?). The cash and equity compensation described in this Program shall be p

PRESS GANEY HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE

EX-10.9.1 11 a2224683zex-1091.htm EX-10.9.1 Exhibit 10.9.1 PRESS GANEY HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Pl

AMENDED & RESTATED EMPLOYMENT AGREEMENT (Patrick T. Ryan)

EX-10.10.1 15 a2224683zex-10101.htm EX-10.10.1 Exhibit 10.10.1 AMENDED & RESTATED EMPLOYMENT AGREEMENT (Patrick T. Ryan) AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated April 10, 2015 (the “Effective Date”), among PGA HOLDINGS, INC., a Delaware corporation (the “Company”), PRESS GANEY ASSOCIATES, INC., an Indiana corporation (“PGA”), and PATRICK T. RYAN (the “Employee”). WHEREAS, t

Jurisdiction of Organization

Exhibit 21.1 Subsidiaries of Press Ganey Holdings, Inc.: Name Jurisdiction of Organization Press Ganey Associates, Inc. Indiana Patient Impact, LLC Illinois Data Advantage, LLC Texas Center for Performance Sciences, Inc. Maryland Morehead Associates, Inc. North Carolina On the Spot Systems, Inc. Delaware Dynamic Clinical Systems, Inc. Delaware The Institute for Innovation, Inc. Indiana

PRESS GANEY HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE

EX-10.9.4 14 a2224683zex-1094.htm EX-10.9.4 Exhibit 10.9.4 PRESS GANEY HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of Press Ganey Holdings, Inc. (the “Co

TERMINATION AGREEMENT

Exhibit 10.11 TERMINATION AGREEMENT This TERMINATION AGREEMENT, dated as of May [ ? ], 2015 (this ?Agreement?) is by and among Vestar Capital Partners, a Delaware limited partnership (?Vestar?), PG Holdco, LLC, a Delaware limited liability company (?Holdco?), Press Ganey Holdings, Inc., a Delaware corporation (the ?Company?), and Press Ganey Associates, Inc., an Indiana corporation (?PGA?). W I T

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.12 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of [?], 2015 by and among Press Ganey Holdings, Inc., a Delaware corporation (the ?Company?), each of the Controlling Holders (as defined below), and each other Person identified on Schedule A attached hereto (the ?Schedule of Investors?) as of the date hereof. RECITALS WHEREAS, the Company

INDEMNIFICATION AGREEMENT

EX-10.5 10 a2224683zex-105.htm EX-10.5 Exhibit 10.5 INDEMNIFICATION AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2015 by and between Press Ganey Holdings, Inc., a Delaware corporation, (the “Company”), and (“Indemnitee”). RECITALS: WHEREAS, directors, officers, and other individuals in service to corporations or business enterprises are being increasingly

PRESS GANEY HOLDINGS, INC. RESTRICTED STOCK AGREEMENT

Exhibit 10.14 PRESS GANEY HOLDINGS, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (the ?Agreement?) is entered into effective as of the effective date of the Distribution (defined below) (the ?Effective Date?), by and between Press Ganey Holdings, Inc. (the ?Company?) and the holder (?Holder?) identified on the signature page hereto (the ?Signature Page?). WHEREAS, as of the Effe

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PRESS GANEY HOLDINGS, INC. (a Delaware corporation)

Exhibit 3.4 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRESS GANEY HOLDINGS, INC. (a Delaware corporation) Press Ganey Holdings, Inc., a Delaware corporation (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Press Ganey Holdings, Inc. The date of filing of the Corporation?s original Certificate of Incorporation was September 8, 2003. The Corporation was

As filed with the Securities and Exchange Commission on May 11, 2015

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on May 11, 2015 Registration No.

COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC BROOKLYN, NY TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE DATED: NUMBER PRESS GANEY HOLDINGS, Inc. C O M M O N S T O C K transferable on the books of the Corporation

Exhibit 4.1 COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC BROOKLYN, NY TRANSFER AGENT AND REGISTRAR BY: AUTHORIZED SIGNATURE DATED: NUMBER PRESS GANEY HOLDINGS, Inc. C O M M O N S T O C K transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby

PRESS GANEY HOLDINGS, INC. RESTRICTED STOCK AGREEMENT

Exhibit 10.15 PRESS GANEY HOLDINGS, INC. RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (the ?Agreement?) is entered into effective as of the effective date of the Distribution (defined below) (the ?Effective Date?), by and between Press Ganey Holdings, Inc. (the ?Company?) and the holder (?Holder?) identified on the signature page hereto (the ?Signature Page?). WHEREAS, as of the Effe

AMENDED AND RESTATED PRESS GANEY HOLDINGS, INC. A Delaware corporation (Adopted as of [·], 2015) ARTICLE I OFFICES

Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF PRESS GANEY HOLDINGS, INC. A Delaware corporation (Adopted as of [?], 2015) ARTICLE I OFFICES Section 1. Registered Office. The address of the registered office of Press Ganey Holdings, Inc. (the ?Corporation?) in the State of Delaware, and the name of the Corporation?s registered agent at such address, shall be as set forth in the Amended and Restated Ce

State of Delaware

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 05:06 PM 02/01/2013 FILED 05:03 PM 02/01/2013 SRV 130122191 - 3700962 FILE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PGA HOLDINGS, INC. PGA Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name

AMENDED AND RESTATED BY-LAWS PRESS GANEY HOLDINGS, INC. A Delaware Corporation ARTICLE I

Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF PRESS GANEY HOLDINGS, INC. A Delaware Corporation ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of Press Ganey Holdings, Inc. (the ?Corporation?) shall be at Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808 and the name of the registered agent in charge thereof shall be Corporation Service

[•] Shares PRESS GANEY HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 [?] Shares PRESS GANEY HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT [?], 2015 BARCLAYS CAPITAL INC. GOLDMAN, SACHS & CO., As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Press Ganey Holdings, Inc., a Delaware corporation (the ?Company?), proposes to sell

PRESS GANEY HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE

EX-10.9.2 12 a2224683zex-1092.htm EX-10.9.2 Exhibit 10.9.2 PRESS GANEY HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of Press Ganey Holdings, Inc. (the “Company”). The Compa

PRESS GANEY HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE

Exhibit 10.9.3 PRESS GANEY HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the ?Plan?) of Press Ganey Holdings, Inc. (the ?Company?). The Company has granted to the participant li

PGA HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE

EX-10.9.2 3 a2224312zex-1092.htm EX-10.9.2 Exhibit 10.9.2 PGA HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of PGA Holdings, Inc. (the “Company”). The Company has granted to

March 28, 2014

EX-10.10.3 8 a2224312zex-10103.htm EX-10.10.3 Exhibit 10.10.3 March 28, 2014 Matt Hallgren *** *** Dear Matt: I am very pleased to confirm our offer (“Offer”) for you to join Press Ganey Associates, Inc. (the “Company” or “Press Ganey”) as our new Vice President, Finance, an employment at-will, exempt position reporting to me. Your targeted start date is Monday, April 14, 2014. Set forth below are

As filed with the Securities and Exchange Commission on May 4, 2015

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on May 4, 2015 Registration No.

October 28, 2014

Exhibit 10.10.4 October 28, 2014 Matthew Hallgren *** *** Dear Matt: I am pleased to confirm your promotion (the ?Promotion?) to Chief Financial Officer of Press Ganey Associates, Inc. (the ?Company?), effective September 26, 2014. In your new role, you will report directly to me. Set forth below are further details of your Promotion. Salary: Your base salary will continue to be $200,000.00 annual

PGA HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE

EX-10.9.3 4 a2224312zex-1093.htm EX-10.9.3 Exhibit 10.9.3 PGA HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of PGA Holdings, Inc. (the “Company”). The Company has gr

PGA HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE

Exhibit 10.9.4 PGA HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the ?Grant Notice?) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the ?Plan?) of PGA Holdings, Inc. (the ?Company?). The Company has granted to the participant listed b

Press Ganey Holdings ESP

John Hancock Tower, 27th Floor 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.

AMENDED & RESTATED EMPLOYMENT AGREEMENT (Devin Anderson)

Exhibit 10.10.7 AMENDED & RESTATED EMPLOYMENT AGREEMENT (Devin Anderson) AMENDED & RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of April 10, 2015 (the ?Effective Date?), between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the ?Company?) and DEVIN ANDERSON (the ?Employee?). WHEREAS, the Company currently employs the Employee and desires to continue to employ the Employee and t

PGA HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE

EX-10.9.1 2 a2224312zex-1091.htm EX-10.9.1 Exhibit 10.9.1 PGA HOLDINGS, INC. 2015 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are de

PGA HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

EX-10.13 11 a2224312zex-1013.htm EX-10.13 Exhibit 10.13 PGA HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the “Board”) of PGA Holdings, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described

AMENDED & RESTATED EMPLOYMENT AGREEMENT (Patrick T. Ryan)

EX-10.10.1 6 a2224312zex-10101.htm EX-10.10.1 Exhibit 10.10.1 AMENDED & RESTATED EMPLOYMENT AGREEMENT (Patrick T. Ryan) AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated April 10, 2015 (the “Effective Date”), among PGA HOLDINGS, INC., a Delaware corporation (the “Company”), PRESS GANEY ASSOCIATES, INC., an Indiana corporation (“PGA”), and PATRICK T. RYAN (the “Employee”). WHEREAS, th

AMENDED & RESTATED EMPLOYMENT AGREEMENT (Joseph Greskoviak)

Exhibit 10.10.2 AMENDED & RESTATED EMPLOYMENT AGREEMENT (Joseph Greskoviak) AMENDED & RESTATED EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of April 10, 2015 (the ?Effective Date?), between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the ?Company?) and JOSEPH GRESKOVIAK (the ?Employee?). WHEREAS, the Company currently employs the Employee and desires to continue to employ the Employee

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT

Exhibit 10.2 EXECUTION VERSION FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by PG HOLDCO, LLC, PGA HOLDINGS, INC., as Borrower, and the Subsidiary Guarantors party hereto in favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of April 20, 2012 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 5 SECTION 2. Guarantee 5 2.1 Guarantee 5 2.

AMENDMENT NO. 2

Exhibit 10.1.3 AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of May 9, 2013 (this ?Amendment?), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the ?Credit Agreement?), among PG HOLDCO, LLC, a Delaware limited liability company (?Holdings?), PGA HOLDINGS, INC., a Delaware corporation (the ?Borrower

Law of the State of Delaware or any successor statute, or any other laws of the State of Delaware, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its

EX-3.1 2 a2224100zex-31.htm EX-3.1 Exhibit 3.1 doc 2 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 04:32 PM 09/08/2003 FILED 04:10 PM 09/08/2003 SRV 030578236 - 3700962 FILE CERTIFICATE OF INCORPORATION OF PGA HOLDINGS, INC. The undersigned, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, DOES HEREBY C

MANAGEMENT UNIT GRANT AGREEMENT (Class A-1 Units)

Exhibit 10.8.3 MANAGEMENT UNIT GRANT AGREEMENT (Class A-1 Units) THIS MANAGEMENT UNIT GRANT AGREEMENT (this ?Agreement?) by and between PG Holdco, LLC, a Delaware limited liability company (the ?Company?), and the individual named on the Master Signature Page hereto (?Executive?) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms and subject to the conditions her

EMPLOYMENT AGREEMENT (Patrick T. Ryan)

Exhibit 10.10.1 EMPLOYMENT AGREEMENT (Patrick T. Ryan) EMPLOYMENT AGREEMENT (the ?Agreement?) dated February 24, 2012, among PGA HOLDINGS, INC., a Delaware corporation (the ?Company?), PRESS GANEY ASSOCIATES, INC., an Indiana corporation (?PGA?), and PATRICK T. RYAN (the ?Employee?). WHEREAS, the Company and PGA desire to employ the Employee and to enter into an agreement embodying the terms of su

EMPLOYMENT AGREEMENT (Patricia Riskind)

EX-10.10.4 24 a2224100zex-10104.htm EX-10.10.4 Exhibit 10.10.4 Execution Copy EMPLOYMENT AGREEMENT (Patricia Riskind) EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 20, 2009 (the “Effective Date”), between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the “Company”) and PATRICIA RISKIND (the “Employee”). WHEREAS, a Contribution and Purchase Agreement, dated as of the date of t

EMPLOYMENT AGREEMENT (Devin Anderson)

Exhibit 10.10.7 EXECUTION COPY EMPLOYMENT AGREEMENT (Devin Anderson) EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of December 26, 2012, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the ?Company?) and DEVIN ANDERSON (the ?Employee?). WHEREAS, the Company currently employs the Employee and desires to continue to employ the Employee and to enter into an agreement embodying the ter

Jurisdiction of Organization

Exhibit 21.1 Subsidiaries of PGA Holdings, Inc.: Name Jurisdiction of Organization Press Ganey Associates, Inc. Indiana Patient Impact, LLC Illinois Data Advantage, LLC Texas Center for Performance Sciences, Inc. Maryland Morehead Associates, Inc. North Carolina On the Spot Systems, Inc. Delaware Dynamic Clinical Systems, Inc. Delaware The Institute for Innovation, Inc. Indiana

MANAGEMENT UNIT GRANT AGREEMENT (Class C Units)

EX-10.8.4 20 a2224100zex-1084.htm EX-10.8.4 Exhibit 10.8.4 MANAGEMENT UNIT GRANT AGREEMENT (Class C Units) THIS MANAGEMENT UNIT GRANT AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page. WHEREAS, on t

1 MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Preferred Units and Class A Units) THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named

Exhibit 10.7.1 1 MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Preferred Units and Class A Units) THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) by and between PG Holdco, LLC, a Delaware limited liability company (the ?Company?), and the individual named on the Master Signature Page hereto (?Executive?) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms

AMENDMENT NO. 5 AND LIMITED WAIVER

EX-10.1.6 9 a2224100zex-1016.htm EX-10.1.6 Exhibit 10.1.6 AMENDMENT NO. 5 AND LIMITED WAIVER This AMENDMENT NO. 5 AND LIMITED WAIVER, dated as of March 13, 2015 (this “Amendment”), to the (i) First Lien Credit Agreement, dated as of April 20, 2012 (as amended to date and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agre

AMENDMENT NO. 1

EX-10.1.2 5 a2224100zex-1012.htm EX-10.1.2 Exhibit 10.1.2 AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of February 14, 2013 (this “Amendment”), to the First Lien Credit Agreement dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”) PGA HOLDING

EMPLOYMENT AGREEMENT (Thomas H. Lee, M.D.)

Exhibit 10.10.3 EXECUTION COPY EMPLOYMENT AGREEMENT (Thomas H. Lee, M.D.) EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of April 29, 2013, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the ?Company?) and Thomas H. Lee, M.D. (the ?Employee?). WHEREAS, the Company desires to employ the Employee and to enter into an agreement embodying the terms of such employment; and WHEREAS, the

FIRST LIEN CREDIT AGREEMENT

EX-10.1.1 4 a2224100zex-1011.htm EX-10.1.1 Exhibit 10.1.1 EXECUTION VERSION $375,000,000 FIRST LIEN CREDIT AGREEMENT among PG HOLDCO, LLC, as Holdings, PGA HOLDINGS, INC., as Borrower, The Several Lenders and the Issuing Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent, GE CAPITAL MAR

AMENDMENT NO. 3

EX-10.1.4 7 a2224100zex-1014.htm EX-10.1.4 Exhibit 10.1.4 AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of June 17, 2013 (this “Amendment”), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”), PGA HOLDINGS

MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class A-1 Units)

Exhibit 10.7.2 MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class A-1 Units) THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) by and between PG Holdco, LLC, a Delaware limited liability company (the ?Company?), and the individual named on the Master Signature Page hereto (?Executive?) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms and subject to the

MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class B Units)

Exhibit 10.7.3 MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class B Units) THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) by and between PG Holdco, LLC, a Delaware limited liability company (the ?Company?), and the individual named on the Master Signature Page hereto (?Executive?) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms and subject to the co

As filed with the Securities and Exchange Commission on April 6, 2015

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on April 6, 2015 Registration No.

AMENDMENT NO. 4

Exhibit 10.1.5 EXECUTION COPY AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of May 9, 2014 (this ?Amendment?), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the ?Credit Agreement?), among PG HOLDCO, LLC, a Delaware limited liability company (?Holdings?), PGA HOLDINGS, INC., a Delaware corporation

MANAGEMENT AGREEMENT

Exhibit 10.6 EXECUTION COPY MANAGEMENT AGREEMENT This Agreement is made as of this 12 day of March, 2008, among PGA Holdings, Inc., a Delaware corporation (the ?Company?), Press, Ganey Associates, Inc., an Indiana corporation (?PGA?), PG Holdco, LLC, a Delaware limited liability company (?Holdco?), and Vestar Capital Partners, a Delaware limited partnership (?Vestar?). WHEREAS, Vestar, by and thro

PG HOLDCO, LLC A Delaware Limited Liability Company NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 15, 2014

Exhibit 10.4 PG HOLDCO, LLC A Delaware Limited Liability Company NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 15, 2014 THE MEMBERSHIP INTERESTS REPRESENTED BY THIS NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH

EMPLOYMENT AGREEMENT (Patricia Cmielewski)

Exhibit 10.10.6 EXECUTION COPY EMPLOYMENT AGREEMENT (Patricia Cmielewski) EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of May 21, 2012, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the ?Company?) and PATRICIA CMIELEWSKI (the ?Employee?). WHEREAS, the Company currently employs the Employee and desires to continue to employ the Employee and to enter into an agreement embodying th

EMPLOYMENT AGREEMENT (Suda Suvarna)

EX-10.10.5 25 a2224100zex-10105.htm EX-10.10.5 Exhibit 10.10.5 EXECUTION COPY EMPLOYMENT AGREEMENT (Suda Suvarna) EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 4, 2013, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the “Company”) and SUDA SUVARNA (the “Employee”). WHEREAS, the Company currently employs the Employee and desires to continue to employ the Employee and to

MANAGEMENT UNIT GRANT AGREEMENT (Class A Units)

Exhibit 10.8.2 MANAGEMENT UNIT GRANT AGREEMENT (Class A Units) THIS MANAGEMENT UNIT GRANT AGREEMENT (this ?Agreement?) by and between PG Holdco, LLC, a Delaware limited liability company (the ?Company?), and the individual named on the Master Signature Page hereto (?Executive?) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms and subject to the conditions hereo

2 outstanding shares of the Common Stock of the Corporation. Any such request shall state the purpose or purposes of the proposed meeting. At any special meeting of stockholders, only such business, as is related to the purpose or purposes set forth

Exhibit 3.2 doc 3 Exhibit 3.2 BY-LAWS OF PGA HOLDINGS, INC. A Delaware Corporation ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of PGA Holdings, Inc. (the ?Corporation?) shall be at Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808 and the name of the registered agent in charge thereof shall be Corporation Service Company. Section

SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF NOVEMBER 9, 2012 BY AND AMONG PG HOLDCO, LLC THE OTHER PARTIES HERETO

EX-10.3 11 a2224100zex-103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF NOVEMBER 9, 2012 BY AND AMONG PG HOLDCO, LLC AND THE OTHER PARTIES HERETO Table of Contents Page SECURITYHOLDERS AGREEMENT 1 ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE PARTIES 1 1.1 Representations and Warranties of the Company 1 1.2 Representations and Warra

MANAGEMENT UNIT GRANT AGREEMENT (Class A Units)

Exhibit 10.8.1 MANAGEMENT UNIT GRANT AGREEMENT (Class A Units) THIS MANAGEMENT UNIT GRANT AGREEMENT (this ?Agreement?) by and between PG Holdco, LLC, a Delaware limited liability company (the ?Company?), and the individual named on the Master Signature Page hereto (?Executive?) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms and subject to the conditions hereo

EMPLOYMENT AGREEMENT (Joseph Greskoviak)

EX-10.10.2 22 a2224100zex-10102.htm EX-10.10.2 Exhibit 10.10.2 EXECUTION COPY EMPLOYMENT AGREEMENT (Joseph Greskoviak) EMPLOYMENT AGREEMENT (the “Agreement”) dated as of May 21, 2012, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the “Company”) and JOSEPH GRESKOVIAK (the “Employee”). WHEREAS, the Company desires to employ the Employee and to enter into an agreement embodying the te

As confidentially submitted to the Securities and Exchange Commission on March 31, 2015 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 31, 2015 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Law of the State of Delaware or any successor statute, or any other laws of the State of Delaware, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its

Exhibit 3.1 doc 2 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 04:32 PM 09/08/2003 FILED 04:10 PM 09/08/2003 SRV 030578236 - 3700962 FILE CERTIFICATE OF INCORPORATION OF PGA HOLDINGS, INC. The undersigned, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: FIRST: The name

2 outstanding shares of the Common Stock of the Corporation. Any such request shall state the purpose or purposes of the proposed meeting. At any special meeting of stockholders, only such business, as is related to the purpose or purposes set forth

Exhibit 3.2 doc 3 Exhibit 3.2 BY-LAWS OF PGA HOLDINGS, INC. A Delaware Corporation ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of PGA Holdings, Inc. (the ?Corporation?) shall be at Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808 and the name of the registered agent in charge thereof shall be Corporation Service Company. Section

PG HOLDCO, LLC A Delaware Limited Liability Company NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 15, 2014

Exhibit 10.4 PG HOLDCO, LLC A Delaware Limited Liability Company NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 15, 2014 THE MEMBERSHIP INTERESTS REPRESENTED BY THIS NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH

MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class A-1 Units)

EX-10.72 15 filename15.htm Exhibit 10.7.2 MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class A-1 Units) THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page. WHEREAS, on th

EMPLOYMENT AGREEMENT (Suda Suvarna)

Exhibit 10.10.5 EXECUTION COPY EMPLOYMENT AGREEMENT (Suda Suvarna) EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of November 4, 2013, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the ?Company?) and SUDA SUVARNA (the ?Employee?). WHEREAS, the Company currently employs the Employee and desires to continue to employ the Employee and to enter into an agreement embodying the terms of

MANAGEMENT AGREEMENT

Exhibit 10.6 EXECUTION COPY MANAGEMENT AGREEMENT This Agreement is made as of this 12 day of March, 2008, among PGA Holdings, Inc., a Delaware corporation (the ?Company?), Press, Ganey Associates, Inc., an Indiana corporation (?PGA?), PG Holdco, LLC, a Delaware limited liability company (?Holdco?), and Vestar Capital Partners, a Delaware limited partnership (?Vestar?). WHEREAS, Vestar, by and thro

EMPLOYMENT AGREEMENT (Patrick T. Ryan)

Exhibit 10.10.1 EMPLOYMENT AGREEMENT (Patrick T. Ryan) EMPLOYMENT AGREEMENT (the ?Agreement?) dated February 24, 2012, among PGA HOLDINGS, INC., a Delaware corporation (the ?Company?), PRESS GANEY ASSOCIATES, INC., an Indiana corporation (?PGA?), and PATRICK T. RYAN (the ?Employee?). WHEREAS, the Company and PGA desire to employ the Employee and to enter into an agreement embodying the terms of su

AMENDMENT NO. 4

Exhibit 10.1.5 EXECUTION COPY AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of May 9, 2014 (this ?Amendment?), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the ?Credit Agreement?), among PG HOLDCO, LLC, a Delaware limited liability company (?Holdings?), PGA HOLDINGS, INC., a Delaware corporation

EMPLOYMENT AGREEMENT (Patricia Cmielewski)

Exhibit 10.10.6 EXECUTION COPY EMPLOYMENT AGREEMENT (Patricia Cmielewski) EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of May 21, 2012, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the ?Company?) and PATRICIA CMIELEWSKI (the ?Employee?). WHEREAS, the Company currently employs the Employee and desires to continue to employ the Employee and to enter into an agreement embodying th

AMENDMENT NO. 1

Exhibit 10.1.2 AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of February 14, 2013 (this ?Amendment?), to the First Lien Credit Agreement dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the ?Credit Agreement?) among PG HOLDCO, LLC, a Delaware limited liability company (?Holdings?) PGA HOLDINGS, INC., a Delaware corporation (the ?Borro

EMPLOYMENT AGREEMENT (Joseph Greskoviak)

Exhibit 10.10.2 EXECUTION COPY EMPLOYMENT AGREEMENT (Joseph Greskoviak) EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of May 21, 2012, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the ?Company?) and JOSEPH GRESKOVIAK (the ?Employee?). WHEREAS, the Company desires to employ the Employee and to enter into an agreement embodying the terms of such employment; and WHEREAS, the Employ

MANAGEMENT UNIT GRANT AGREEMENT (Class A Units)

Exhibit 10.8.2 MANAGEMENT UNIT GRANT AGREEMENT (Class A Units) THIS MANAGEMENT UNIT GRANT AGREEMENT (this ?Agreement?) by and between PG Holdco, LLC, a Delaware limited liability company (the ?Company?), and the individual named on the Master Signature Page hereto (?Executive?) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms and subject to the conditions hereo

MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class B Units)

Exhibit 10.7.3 MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class B Units) THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) by and between PG Holdco, LLC, a Delaware limited liability company (the ?Company?), and the individual named on the Master Signature Page hereto (?Executive?) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms and subject to the co

EMPLOYMENT AGREEMENT (Devin Anderson)

Exhibit 10.10.7 EXECUTION COPY EMPLOYMENT AGREEMENT (Devin Anderson) EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of December 26, 2012, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the ?Company?) and DEVIN ANDERSON (the ?Employee?). WHEREAS, the Company currently employs the Employee and desires to continue to employ the Employee and to enter into an agreement embodying the ter

AMENDMENT NO. 2

Exhibit 10.1.3 AMENDMENT NO. 2 AMENDMENT NO. 2, dated as of May 9, 2013 (this ?Amendment?), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the ?Credit Agreement?), among PG HOLDCO, LLC, a Delaware limited liability company (?Holdings?), PGA HOLDINGS, INC., a Delaware corporation (the ?Borrower

MANAGEMENT UNIT GRANT AGREEMENT (Class A-1 Units)

EX-10.83 19 filename19.htm Exhibit 10.8.3 MANAGEMENT UNIT GRANT AGREEMENT (Class A-1 Units) THIS MANAGEMENT UNIT GRANT AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms and su

EMPLOYMENT AGREEMENT (Thomas H. Lee, M.D.)

Exhibit 10.10.3 EXECUTION COPY EMPLOYMENT AGREEMENT (Thomas H. Lee, M.D.) EMPLOYMENT AGREEMENT (the ?Agreement?) dated as of April 29, 2013, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the ?Company?) and Thomas H. Lee, M.D. (the ?Employee?). WHEREAS, the Company desires to employ the Employee and to enter into an agreement embodying the terms of such employment; and WHEREAS, the

EMPLOYMENT AGREEMENT (Patricia Riskind)

EX-10.104 24 filename24.htm Exhibit 10.10.4 Execution Copy EMPLOYMENT AGREEMENT (Patricia Riskind) EMPLOYMENT AGREEMENT (the “Agreement”) dated as of November 20, 2009 (the “Effective Date”), between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the “Company”) and PATRICIA RISKIND (the “Employee”). WHEREAS, a Contribution and Purchase Agreement, dated as of the date of this Agreement, is b

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT

EX-10.2 10 filename10.htm Exhibit 10.2 EXECUTION VERSION FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by PG HOLDCO, LLC, PGA HOLDINGS, INC., as Borrower, and the Subsidiary Guarantors party hereto in favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of April 20, 2012 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 5 SECTION 2. Guar

1 MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Preferred Units and Class A Units) THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named

Exhibit 10.7.1 1 MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Preferred Units and Class A Units) THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) by and between PG Holdco, LLC, a Delaware limited liability company (the ?Company?), and the individual named on the Master Signature Page hereto (?Executive?) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms

MANAGEMENT UNIT GRANT AGREEMENT (Class A Units)

EX-10.81 17 filename17.htm Exhibit 10.8.1 MANAGEMENT UNIT GRANT AGREEMENT (Class A Units) THIS MANAGEMENT UNIT GRANT AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms and subj

MANAGEMENT UNIT GRANT AGREEMENT (Class C Units)

Exhibit 10.8.4 MANAGEMENT UNIT GRANT AGREEMENT (Class C Units) THIS MANAGEMENT UNIT GRANT AGREEMENT (this ?Agreement?) by and between PG Holdco, LLC, a Delaware limited liability company (the ?Company?), and the individual named on the Master Signature Page hereto (?Executive?) is made as of the date set forth on such Master Signature Page. WHEREAS, on the terms and subject to the conditions hereo

Jurisdiction of Organization

Exhibit 21.1 Subsidiaries of PGA Holdings, Inc.: Name Jurisdiction of Organization Press Ganey Associates, Inc. Indiana Patient Impact, LLC Illinois Data Advantage, LLC Texas Center for Performance Sciences, Inc. Maryland Morehead Associates, Inc. North Carolina On the Spot Systems, Inc. Delaware Dynamic Clinical Systems, Inc. Delaware The Institute for Innovation, Inc. Indiana

AMENDMENT NO. 3

EX-10.14 7 filename7.htm Exhibit 10.1.4 AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of June 17, 2013 (this “Amendment”), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”), PGA HOLDINGS, INC., a Delaware

AMENDMENT NO. 5 AND LIMITED WAIVER

EX-10.16 9 filename9.htm Exhibit 10.1.6 AMENDMENT NO. 5 AND LIMITED WAIVER This AMENDMENT NO. 5 AND LIMITED WAIVER, dated as of March 13, 2015 (this “Amendment”), to the (i) First Lien Credit Agreement, dated as of April 20, 2012 (as amended to date and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among PG

SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF NOVEMBER 9, 2012 BY AND AMONG PG HOLDCO, LLC THE OTHER PARTIES HERETO

Exhibit 10.3 EXECUTION VERSION SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF NOVEMBER 9, 2012 BY AND AMONG PG HOLDCO, LLC AND THE OTHER PARTIES HERETO Table of Contents Page SECURITYHOLDERS AGREEMENT 1 ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE PARTIES 1 1.1 Representations and Warranties of the Company 1 1.2 Representations and Warranties of the Securityholders 2 ARTICLE

FIRST LIEN CREDIT AGREEMENT

Exhibit 10.1.1 EXECUTION VERSION $375,000,000 FIRST LIEN CREDIT AGREEMENT among PG HOLDCO, LLC, as Holdings, PGA HOLDINGS, INC., as Borrower, The Several Lenders and the Issuing Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent, GE CAPITAL MARKETS, INC., UBS SECURITIES LLC and BMO CAPI

Press Ganey Holdings TR

John Hancock Tower, 27th Floor 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.

PGND / Press Ganey Holdings, Inc. DRS - -

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 12, 2015 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.