| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/11/2025 |
3. Issuer Name and Ticker or Trading Symbol
Lumexa Imaging Holdings, Inc. [ LMRI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Units of Holdings LLC(1) | (1) | (1) | Common Stock | 64,379 | (1) | D | |
| Common Units of Holdings LLC(2) | (2) | (2) | Common Stock | 91,256 | (2) | I(2) | Charlotte Radiology Investors, LLC(2) |
| Explanation of Responses: |
| 1. Represents common units ("Common Units") of Lumexa Imaging Equity Holdco, LLC ("Holdings LLC") held by the Reporting Person. Each nine Common Units represent the right to acquire one share of the Issuer's common stock ("Common Stock") held by Holdings LLC. After the closing of the Issuer's initial public offering ("IPO"), Holdings LLC may distribute all or a portion of the shares of the Common Stock it holds to its remaining equity holders on a pro rata basis, not earlier than the expiration of a 180-day lock-up period (a "Distribution"). Accordingly, the shares of Common Stock reported on this row represent shares of Common Stock that the Reporting Person is entitled to receive in connection with a Distribution in exchange for their Common Units. |
| 2. Represents Common Units of Holdings LLC held by Charlotte Radiology Investors, LLC. Each nine Common Units represent the right to acquire one share of the Common Stock held by Holdings LLC. The shares of Common Stock reported on this row represent the Reporting Person's indirect pro-rata interest in the shares of Common Stock held by Charlotte Radiology Investors, LLC which will be received by Charlotte Radiology Investors, LLC in connection with a Distribution in exchange for the Common Units. The Reporting Person disclaims beneficial ownership of the shares of Common Stock held by Charlotte Radiology Investors, LLC. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney. In addition to the securities reported herein, the Reporting Person also holds rollover incentive units ("Rollover Incentive Units") of Holdings LLC. Shares of Common Stock will be issued as replacement awards under the Issuer's 2025 Equity and Incentive Plan (the "Distributed Shares") in settlement of the Rollover Incentive Units that will remain outstanding at the time of a Distribution. The number of Distributed Shares to be issued as replacement awards for the Rollover Incentive Units will be based on the value of those units at the time of a Distribution, as determined by the board of managers of Holdings LLC and after taking into account any distribution threshold applicable to such Rollover Incentive Units. The Rollover Incentive Units may become eligible to receive additional Distributed Shares upon a Distribution, with certain of the Rollover Incentive Unit Holders receiving additional Distributed Shares if the trading price of the Common Stock exceeds $7.02 per share at the time of a Distribution and all of the Rollover Incentive Unit Holders receiving additional Distributed Shares if the trading price of the Common Stock exceeds $20.07 per share at the time of a Distribution. Because the conversion ratio of the Rollover Incentive Units into the shares of Common Stock has not fixed as of the time of this filing, such Rollover Incentive Units are not "derivative securities," as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are not reportable under Section 16 of the Exchange Act. Accordingly, the Rollover Incentive Units held by the Reporting Person are excluded from this filing. This Form 3 is being filed late due to unanticipated delays in receiving the Reporting Person's EDGAR codes, which delays we understand were due to the high volume of applications at the time. |
| /s/ Julie Szeker, attorney-in-fact | 12/17/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||