Edgar Filing: ORTENZIO ROCCO A

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ORTENZIO ROCCO A

2. Issuer Name and Ticker or Trading Symbol
SELECT MEDICAL CORP [SEM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Chairman

(Last)

(First)

(Middle)

4716 OLD GETTYSBURG ROAD, P.O. BOX 2034

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2005

(Street)

MECHANICSBURG, PA 17055

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	02/24/2005		D⁽¹⁾		1,700,000	D	⁽¹⁾	2,661,157	D
Common Stock, par value $.01 per share	02/24/2005		D⁽²⁾		2,661,157	D	$ 18	0	D
Common Stock, par value $.01 per share	02/24/2005		D⁽²⁾		11,002	D	$ 18	0 ⁽³⁾	I	By R.A. Ortenzio Family Partnership, L.P.
Common Stock, par value $.01 per share	02/24/2005		D⁽²⁾		866	D	$ 18	0 ⁽⁴⁾	I	By Select Investments I
Common Stock, par value $.01 per share	02/24/2005		D⁽²⁾		27,480	D	$ 18	0 ⁽⁵⁾	I	By Select Capital Corporation
Common Stock, par value $.01 per share	02/24/2005		D⁽²⁾		10,400	D	$ 18	0	I	By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-qualified Stock Options (right to buy)

$ 5.88

02/24/2005

D⁽⁶⁾

78,000

04/26/2001

04/25/2011

Common Stock

78,000

$ 0

Non-qualified Stock Options (right to buy)

$ 6.7

02/24/2005

D⁽⁶⁾

380,000

02/05/2002

02/04/2012

Common Stock

380,000

$ 0

Non-qualified Stock Options (right to buy)

$ 7.63

02/24/2005

D⁽⁶⁾

2,100,000

05/13/2002

05/12/2012

Common Stock

2,100,000

$ 0

Non-qualified Stock Options (right to buy)

$ 7.13

02/24/2005

D⁽⁶⁾

120,000

08/13/2002

08/12/2012

Common Stock

120,000

$ 0

Non-qualified Stock Options (right to buy)

$ 14.53

02/24/2005

D⁽⁶⁾

2,050,000

08/12/2003

08/11/2013

Common Stock

2,050,000

$ 0

Non-qualified Stock Options (right to buy)

$ 16.5

02/24/2005

D⁽⁶⁾

1,500,000

11/11/2003

11/10/2013

Common Stock

1,500,000

$ 0

Non-qualified Stock Options (right to buy)

$ 15.5

02/24/2005

D⁽⁶⁾

950,000

02/10/2004

02/09/2014

Common Stock

950,000

$ 0

Non-qualified Stock Options (right to buy)

$ 14

02/24/2005

D⁽⁶⁾

600,000

08/10/2004

08/09/2014

Common Stock

600,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ORTENZIO ROCCO A 4716 OLD GETTYSBURG ROAD P.O. BOX 2034 MECHANICSBURG, PA 17055	X	X	Executive Chairman

Signatures

/s/ Michael E. Tarvin, attorney-in-fact for Rocco A. Ortenzio		02/28/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of in connection with the merger of the issuer with EGL Acquisition Corp., effective February 24, 2005 (the "Merger"), pursuant to the Merger Agreement dated October 17, 2004 among the issuer, EGL Holding Company and EGL Acquisition Corp., pursuant to which the shares listed above held by the reporting person were exchanged for an equity interest in EGL Holding Company. In conection with the Merger, the common stock of the issuer was valued at $18.00 per share.
(2)	Disposed of in the Merger of the issuer with EGL Acquisition Corp., effective February 24, 2005, pursuant to the Merger Agreement dated October 17, 2004 among the issuer, EGL Holding Company and EGL Acquisition Corp., pursuant to which stockholders of the issuer were paid $18.00 per share.
(3)	These shares were directly owned by the R.A. Ortenzio Family Partnership, L.P., of which Mr. Ortenzio is a general partner. Mr. Ortenzio disclaims beneficial ownership of any shares held by the R.A. Ortenzio Family Partnership, L.P. that exceed his pecuniary interest therein.
(4)	Mr. Ortenzio is the managing partner and 25% owner of Select Investments I. Mr. Ortenzio disclaims beneficial ownership of any shares held by Select Investments I that exceed his pecuniary interest therein.
(5)	Mr. Ortenzio is a 25% owner, Director and Chief Executive Officer of Select Capital Corporation. Mr. Ortenzio disclaims beneficial ownership of any shares held by Select Capital Corporation that exceed his pecuniary interest therein.
(6)	This option was cancelled in the Merger with EGL Acquisition Corp. effective February 24, 2005 in exchange for a cash payment equal to the number of shares subject to the option multiplied by the difference between the exercise price of the option and $18.00.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.