UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
U.S. Neurosurgical,
Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of
Class of Securities)
90336K101
(CUSIP Number)
Peter Dilorio
General Counsel
Allen & Company LLC
711 Fifth Avenue
New York, New York 10022
(212) 339-2440
___________________________________________________
(Name,
Address and Telephone Number of Person Authorized
to Receive Notices and
Communications)
June 1,
2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d
-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d
-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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.
CUSIP No.: 90336K101
1.
|
NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of
above persons.
Allen Holding Inc.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS*
N/A
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,578,489*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
1,578,489*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,578,489 (Represents shares held by Allen & Company Incorporated)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.38%**
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
* Represents shares held by Allen & Company Incorporated
**
Calculated based on 7,747,185 shares of common stock
outstanding as of March 18, 2011, as disclosed in the Companys 10-K for the
year ended December 31, 2010, filed with the Securities and Exchange Commission
on March 31, 2011.
2
CUSIP No.: 90336K101
1.
|
NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of
above persons.
Allen & Company Incorporated
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
N/A
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,578,489
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
1,578,489
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,578,489
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.38%**
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
**
Calculated based on 7,747,185 shares of common stock
outstanding as of March 18, 2011, as disclosed in the Companys 10-K for the
year ended December 31, 2010, filed with the Securities and Exchange Commission
on March 31, 2011.
3
CUSIP No.: 90336K101
1.
|
NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of
above persons.
Herbert A. Allen
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
N/A
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
1,578,489*
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
1,578,489*
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,578,489 (Represents shares held by Allen & Company Incorporated)
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.38%*
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
* Represents shares held by Allen & Company Incorporated.
**
Calculated based on 7,747,185 shares of common stock
outstanding as of March 18, 2011, as disclosed in the Companys 10-K for the
year ended December 31, 2010, filed with the Securities and Exchange Commission
on March 31, 2011.
4
CUSIP No.: 90336K101
1.
|
NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of
above persons.
Stanley S. Shuman
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
N/A
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
789,245*
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
789,245*
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
789,245
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.19%**
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
* The securities are held by the Stanley S. Shuman Revocable
Trust, by which Mr. Shuman serves as the sole trustee and beneficiary.
**
Calculated based on 7,747,185 shares of common stock
outstanding as of March 18, 2011, as disclosed in the Companys 10-K for the
year ended December 31, 2010, filed with the Securities and Exchange Commission
on March 31, 2011.
5
CUSIP No.: 90336K101
1.
|
NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of
above persons.
Stanley S. Shuman Revocable Trust
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
N/A
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
789,245*
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
789,245*
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
789,245
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.19%**
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
* The securities are held by the Stanley S. Shuman Revocable
Trust, by which Mr. Shuman serves as the sole trustee and beneficiary.
**
Calculated based on 7,747,185 shares of common stock
outstanding as of March 18, 2011, as disclosed in the Companys 10-K for the
year ended December 31, 2010, filed with the Securities and Exchange Commission
on March 31, 2011.
6
CUSIP No.: 90336K101
1.
|
NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of
above persons.
Walter OHara
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
N/A
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
197,316
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
197,316
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,316
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.55%**
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
**
Calculated based on 7,747,185 shares of common stock
outstanding as of March 18, 2011, as disclosed in the Companys 10-K for the
year ended December 31, 2010, filed with the Securities and Exchange Commission
on March 31, 2011.
7
CUSIP No.: 90336K101
1.
|
NAMES OF REPORTING PERSONS
S.S. or I.R.S. Identification Nos. of
above persons.
James W. Quinn
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
PF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER
168,200
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
168,200
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,200
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.17%**
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
**
Calculated based on 7,747,185 shares of common stock
outstanding as of March 18, 2011, as disclosed in the Companys 10-K for the
year ended December 31, 2010, filed with the Securities and Exchange Commission
on March 31, 2011.
8
Item 1. Security and Issuer
The class of securities to which this statement relates
is common stock, par value $0.01 per share (the common stock) of U.S.
Neurosurgical, Inc. (the Company or the Issuer). The address of the
principal executive offices of the Company is:
U.S. Neurosurgical, Inc.
2400 Research Blvd., Suite 325
Rockville, Maryland 20850
Item 2. Identity and Background
(a) Name: Allen Holding Inc. (AHI)
(b) Address: 711 Fifth Avenue
New York, New York 10022
(c) Principal Business or
Occupation: AHI is a holding company.
(d) During the past five years, neither AHI nor any individual
listed on Exhibit A attached hereto has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither AHI nor any individual
listed on Exhibit A attached hereto has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of the Officers and Directors of AHI is set
forth on Exhibit A hereto.
(a)
Name: Allen
& Company Incorporated (ACI)
(b) Address: 711 Fifth
Avenue
New York, New York 10022
(c) Principal Business or
Occupation: ACI owns
a number of investments, including an interest in Allen & Company LLC, an
investment bank and affiliate of ACI (ACLLC).
(d) During the past five years, neither ACI nor any individual
listed on Exhibit A attached hereto has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither ACI nor any individual
listed on Exhibit A attached hereto has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of the Officers and Directors of ACI is set
forth on Exhibit A hereto
(a)
Name: Herbert
A. Allen
9
(b) Address: c/o Allen
& Company
Incorporated
711
Fifth Avenue
New York, New York 10022
(c) Principal Business or
Occupation:
Mr. Allen is President and Chief Executive Officer of ACI.
(d) During the past five years, Mr. Allen has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Mr. Allen has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: United States of America
(a)
Name: Stanley
S. Shuman
(b) Address: c/o Allen
& Company LLC
711 Fifth
Avenue
New
York, New York 10022
(c) Principal Business or
Occupation:
Mr. Shuman is a Managing Director of ACLLC.
(d) During the past five years, Mr. Shuman has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Mr. Shuman has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: United States of America
(a)
Name:
Stanley S. Shuman Revocable Trust
(b) Address: c/o Allen
& Company LLC
711 Fifth Avenue
New York, New York 10022
(c) Principal Business or
Occupation:
The Stanley S. Shuman Revocable Trust is a trust that was principally organized
to hold investments for Mr. Shuman.
(d) During the past five years, the Stanley S. Shuman Revocable
Trust has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, the Stanley S. Shuman Revocable
Trust has not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship: New York
(a)
Name: Walter
OHara
10
(b) Address: c/o Allen
& Company LLC
711 Fifth Avenue
New York, New York 10022
(c) Principal Business or
Occupation:
Mr. OHara is a Managing Director of ACLLC.
(d) During the past five years, Mr. OHara has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Mr. OHara has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: United States of America
(a)
Name: James
W. Quinn
(b) Address: c/o Allen
& Company
LLC
711
Fifth Avenue
New York, New York 10022
(c) Principal Business or
Occupation:
Mr. Quinn is a Managing Director of ACLLC.
(d) During the past five years, Mr. Quinn has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, Mr. Quinn has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: United States of America
Item 3. Source and Amount of Funds or Other
Consideration
Pursuant to their respective Purchase Agreements dated
June 1, 2011, ACI, the Stanley S. Shuman Revocable Trust and Mr. OHara sold to
Mr. Quinn an aggregate amount of 168,200 shares of common stock of the Company
for a purchase price of $0.10 per share.
Mr. Quinn acquired 103,511 shares of common stock from ACI,
51,755 shares of common stock from the Stanley S. Shuman Revocable Trust and
12,934 shares of common stock from Mr. OHara.
ACI, the Stanley S. Shuman Revocable Trust and Mr. OHara
received $10,351.10, $5,175.50 and $1,293.40, respectively, in exchange for
their shares of common stock of the Company.
Item 4. Purpose of Transaction
Each of ACI, the Stanley S. Shuman Revocable Trust and Mr.
OHara sold to Mr. Quinn the shares of common stock of the Company with the
intent that ACI, the Stanley S. Shuman Revocable Trust, Mr. Shuman, Mr. OHara
and Mr. Quinn, collectively as a group, will explore strategic alternatives of
the Company in order to maximize shareholder value.
11
The Reporting Persons do not have any present plans or
proposals which relate to or would result in any of the following:
|
(a)
|
The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the Issuer;
|
|
|
|
|
(b)
|
An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
|
|
|
|
|
(c)
|
A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
|
|
|
|
|
(d)
|
Any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
|
|
|
|
|
(e)
|
Any material change in the present capitalization or
dividend policy of the Issuer;
|
|
|
|
|
(f)
|
Any other material change in the Issuers business or
corporate structure;
|
|
|
|
|
(g)
|
Changes in the Issuers charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
|
|
|
|
|
(h)
|
Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
|
|
|
|
|
(i)
|
A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g) (4) of
the Act; or
|
|
|
|
|
(j)
|
Any action similar to any of those enumerated
above.
|
Item 5. Interest in Securities of the Issuer
Name
|
Shares
|
Percentage
|
|
|
|
Allen Holding Inc.
|
1,578,489(1)
|
20.38%(1)
|
Allen &
Company Incorporated
|
1,578,489
|
20.38%
|
Herbert A. Allen
|
1,578,489 (2)
|
20.38% (2)
|
Stanley S. Shuman
|
789,245 (3)
|
10.19%
(3)
|
Stanley S. Shuman Revocable Trust
|
789,245
|
10.19%
|
Walter OHara
|
197,316
|
2.55%
|
James W. Quinn
|
168,200
|
2.17%
|
|
(1)
|
Represents shares held directly
by ACI. AHI, the owner of 100% of the outstanding stock of ACI, may be
deemed the beneficial owner of the shares held by ACI. AHI disclaims
beneficial ownership of the securities reported to be held by ACI, except
to the extent of its pecuniary interest therein.
|
|
|
|
|
(2)
|
Represents shares held directly by ACI. Mr.
Allen, a majority stockholder and the President and Chief Executive
Officer of AHI and the President and Chief Executive Officer of ACI, may
be deemed the beneficial owner of the shares held by ACI. Mr. Allen
disclaims beneficial ownership of the securities reported to be held by
ACI, except to the extent of his pecuniary interest therein.
|
|
|
|
|
(3)
|
Represents shares held by the Stanley S. Shuman
Revocable Trust, by which Mr. Shuman serves as the sole trustee and
beneficiary.
|
|
|
|
|
(b)
|
In the aggregate, the Reporting Persons
beneficially own, as of the date hereof, 2,733,250 shares of common stock,
representing approximately 35.28% of the common stock outstanding on the
date hereof, calculated based on 7,747,185 shares of common stock
outstanding as of March 18, 2011, as disclosed in the Companys 10-K for
the year ended December 31, 2010, filed with the Securities and Exchange
Commission on March 31, 2011.
|
12
|
|
AHI, the owner of 100% of the outstanding stock of ACI,
may be deemed to share with ACI the power to vote or direct the vote and
dispose or direct the disposition of shares of common stock of which ACI
is the direct beneficial owner. AHI disclaims beneficial ownership of the
securities reported to be held by ACI, except to the extent of its
pecuniary interest therein.
|
|
|
|
|
|
Mr. Allen, by virtue of his status as a majority
stockholder and the President and Chief Executive Officer of AHI and the
President and Chief Executive Officer of ACI, may be deemed to share with
ACI the power to vote or direct the vote and dispose or direct the
disposition of shares of common stock of which ACI is the direct
beneficial owner. Mr. Allen disclaims beneficial ownership of the
securities reported to be held by ACI, except to the extent of his
pecuniary interest therein.
|
|
|
|
|
|
By virtue of his position as the sole trustee of the
Stanley S. Shuman Revocable Trust, Mr. Shuman has the sole power to vote
or direct the vote and to dispose or direct the disposition of 789,245
shares of common stock of which he is the indirect beneficial
owner.
|
|
|
|
|
|
Mr. OHara has the sole power to vote or direct the vote
and to dispose or direct the disposition of 197,316 shares of common stock
of which he is the direct beneficial owner.
|
|
|
|
|
|
Mr. Quinn has the sole power to vote or direct the vote
and to dispose or direct the disposition of 168,200 shares of common stock
of which he is the direct beneficial owner.
|
|
|
|
|
(c)
|
Other than the transaction which is the subject of this
Schedule 13D, there were no other reported transactions involving the
Companys common stock that were effected during the past sixty days by
any of the Reporting Persons.
|
|
|
|
|
(d)
|
No other person is known by the Reporting Persons to have
the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the common stock beneficially owned by
the Reporting Persons.
|
|
|
|
|
(e)
|
Not applicable.
|
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
On June 1, 2011, the Reporting Persons entered into a
Joint Filing Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D, with respect to
securities of the Issuer, to the extent required by applicable law. A copy of
this agreement is attached hereto as
Exhibit A
and is incorporated herein
by reference.
To the best of the Reporting Persons knowledge, other than as
described herein, none of the Reporting Persons have any contracts, arrangements
or relationships with respect to Securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
A list of Officers and Directors of Allen Holding Inc.
and Allen & Company Incorporated are attached hereto as
Exhibit A
.
The Joint Filing Agreement among the Reporting Persons is
attached hereto as
Exhibit B
.
13
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: June 01, 2011
|
/s/
Kim M. Wieland
|
|
|
Kim M. Wieland, Chief Financial Officer, on
behalf of Allen Holding Inc.
|
|
|
|
|
|
|
|
Date: June 01, 2011
|
/s/
Kim M. Wieland
|
|
|
Kim M. Wieland, Chief Financial Officer, on
behalf of Allen & Company Incorporated
|
|
|
|
|
|
|
|
Date: June 01, 2011
|
/s/
Herbert A. Allen
|
|
|
Herbert A. Allen
|
|
|
|
|
|
|
|
Date: June 01, 2011
|
/s/
Stanley S. Shuman
|
|
|
Stanley S. Shuman
|
|
|
|
|
|
|
|
Date: June 01, 2011
|
/s/
Stanley S. Shuman
|
|
|
Stanley S. Shuman, Sole Trustee, on behalf of
Stanley S. Shuman Revocable Trust
|
|
|
|
|
|
|
|
Date: June 01, 2011
|
/s/
Walter OHara
|
|
|
Walter OHara
|
|
|
|
|
|
|
|
Date: June 01, 2011
|
/s/
James Q. Quinn
|
|
|
James Q. Quinn
|
|
14
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
CUSIP No:
90336K101
SCHEDULE 13D
EXHIBIT A
Officers and Directors of Allen Holding Inc.
Name
|
Business Address
|
Principal Occupation (i.e.,
Position with Allen Holding Inc.)
|
Herbert A. Allen
|
*
|
President, Chief Executive Officer and Director
|
Herbert A. Allen III
|
*
|
Executive Vice President and Director
|
Kim M. Wieland
|
*
|
Vice President, Chief Financial Officer and
Director
|
Peter Dilorio
|
*
|
Vice
President and Secretary
|
Howard M. Felson
|
*
|
Vice President, Controller and Assistant
Secretary
|
Eugene Protash
|
*
|
Vice President and Assistant Secretary
|
Donald R. Keough
|
*
|
Chairman of the Board of Directors
|
* 711 Fifth Avenue, New York, New York
10022-3194.
**
All of the Executive Officers
and Directors of AHI are U.S. citizens unless otherwise indicated.
15
Officers and Directors of Allen & Company
Incorporated
Name
|
Business Address
|
Principal Occupation (i.e.,
Position with Allen & Company
Incorporated)
|
Herbert A. Allen
|
*
|
President, Chief Executive Officer and Director
|
Herbert A. Allen III
|
*
|
Executive Vice President and Director
|
Kim M. Wieland
|
*
|
Vice President, Chief Financial Officer and
Director
|
Peter Dilorio
|
*
|
Vice
President and Secretary
|
Terence C. McCarthy
|
*
|
Vice President and Co-Chief Operations Officer
|
Howard M. Felson
|
*
|
Vice President, Controller and Assistant
Secretary
|
Eugene Protash
|
*
|
Vice President and Assistant Secretary
|
Anthony J.
Ferrante
|
*
|
Treasurer
|
Donald R. Keough
|
*
|
Chairman of the Board of Directors
|
* 711 Fifth Avenue, New York, New York
10022-3194.
**
All of the Executive Officers
and Directors of ACI are U.S. citizens unless otherwise indicated.
16
CUSIP No:
90336K101
SCHEDULE 13D
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the shares of common stock of U.S. Neurosurgical, Inc. and further
agree that this Joint Filing Agreement shall be included as an exhibit to such
joint filings.
The undersigned further agree that each party hereto is
responsible for the timely filing of such Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
such party contained therein; provided, however, that no party is responsible
for the completeness or accuracy of the information concerning any other party
making the filing, unless such party knows or has reason to believe that such
information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing
Agreement on June 1, 2011.
ALLEN HOLDING INC.
/s/ Kim M.
Wieland
Name: Kim M. Wieland
Title: Chief Financial Officer
ALLEN & COMPANY INCORPORATED
/s/ Kim M.
Wieland
Name: Kim M. Wieland
Title: Chief Financial Officer
/s/ Herbert A.
Allen
Herbert A.
Allen
/s/ Stanley S.
Shuman
Stanley S. Shuman
STANLEY S. SHUMAN REVOCABLE TRUST
/s/ Stanley S.
Shuman
Name: Stanley S. Shuman
Title: Sole Trustee
/s/ Walter
OHara
Walter OHara
/s/
JamesQuinn
James W. Quinn
17
US Neurosurgical (PK) (USOTC:USNU)
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De May 2024 a Jun 2024
US Neurosurgical (PK) (USOTC:USNU)
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De Jun 2023 a Jun 2024