Edgar Filing: SELECT MEDICAL CORP

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TALALAI JAMES J

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP and CIO

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	02/24/2005		D⁽¹⁾		14,324	D	⁽¹⁾	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Employee Stock Options (right to buy)

$ 3.26

02/24/2005

D⁽²⁾

4,608

01/01/2001

12/31/2009

Common Stock

4,608

$ 0

Employee Stock Options (right to buy)

$ 3.26

02/24/2005

D⁽²⁾

13,824

05/22/2001

05/21/2010

Common Stock

13,824

$ 0

Employee Stock Options (right to buy)

$ 5.21

02/24/2005

D⁽²⁾

13,824

10/13/2001

10/12/2010

Common Stock

13,824

$ 0

Non-qualified Stock Options (right to buy)

$ 4.75

02/24/2005

D⁽²⁾

15,264

02/26/2002

02/25/2011

Common Stock

15,264

$ 0

Non-qualified Stock Options (right to buy)

$ 5.88

02/24/2005

D⁽²⁾

48,000

04/26/2002

04/25/2011

Common Stock

48,000

$ 0

Non-qualified Stock Options (right to buy)

$ 7.63

02/24/2005

D⁽²⁾

90,000

05/13/2003

05/12/2012

Common Stock

90,000

$ 0

Non-qualified Stock Options (right to buy)

$ 14.53

02/24/2005

D⁽²⁾

110,000

08/12/2004

08/11/2013

Common Stock

110,000

$ 0

Non-qualified Stock Options (right to buy)

$ 13.86

02/24/2005

D⁽²⁾

27,000

05/11/2005

05/10/2014

Common Stock

27,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TALALAI JAMES J 4716 OLD GETTYSBURG ROAD P.O. BOX 2034 MECHANICSBURG, PA 17055			SVP and CIO

Signatures

/s/ Michael E. Tarvin, attorney-in-fact for James J. Talalai		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)	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.

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