SEC Form 4 · accession 0001012975-26-000693
CROSS COUNTRY HEALTHCARE INC · CCRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin Cronin Clark
Officer — Chief Executive Officer · Director
Period of report
Jul 21, 2026
Accepted (ET)
Jul 21, 2026 · 4:10 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001141103
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 21, 2026 | D | 948,133 | $13.25 | D | 0 | D | |
| Common Stock | Jul 21, 2026 | A | 247,416 | $0.00 | A | 247,416 | D | |
| Common Stock | Jul 21, 2026 | D | 247,416 | $13.25 | D | 0 | D | |
| Common StockF4 | Jul 21, 2026 | D | 3,961 | $13.25 | D | 0 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 6, 2026, by and among Cross Country Healthcare, Inc., a Delaware corporation (the "Issuer"), KL Criss Cross Intermediate, LLC, a Delaware limited liability company ("Parent"), and KL Criss Cross Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, (continued in footnote 2)
- F2at the effective time of the Merger (the "Effective Time"), each (i) share of Issuer common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive $13.25 in cash (the "Merger Consideration") and (ii) each restricted stock award with respect to shares of Common Stock outstanding immediately prior to the Effective Time was fully vested, cancelled and converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to such award immediately prior to the Effective Time multiplied by the Merger Consideration.
- F3At the Effective Time, each performance-based restricted stock award with respect to shares of Common Stock outstanding immediately prior to the Effective Time was fully vested (at target levels) and cancelled and converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to such award (at target) immediately prior to the Effective Time multiplied by the Merger Consideration.
- F4Represents shares held by Mr. Clark's spouse. Mr. Clark disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.