SEC Form 4 · accession 0001209191-16-093740
MEDASSETS INC · MDAS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 27, 2016 | D | 56,639 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F1 | $9.68 | Jan 27, 2016 | D | 13,890 | D | — | — | Common Stock | 13,890 | 0 | D |
| Stock Options (Right to Buy)F1 | $9.29 | Jan 27, 2016 | D | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
| Stock Options (Right to Buy)F1 | $15.95 | Jan 27, 2016 | D | 1,216 | D | — | — | Common Stock | 1,216 | 0 | D |
Explanation of responses
- F1Refer to Remarks section.
Remarks
Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of November 1, 2015, by and among Magnitude Parent Holdings, LLC ("Parent"), Magnitude Acquisition Corp. ("Merger Sub") and MedAssets, Inc. ("Company"), upon the closing of the merger on January 27, 2016: i) each issued and outstanding share of the Company's common stock was converted into the right to receive, in respect of each share of Company common stock, $31.35 ("Merger Consideration") in cash; ii) each award of a stock option and stock-settled stock appreciation right ("SSAR") to purchase Company common stock, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the positive difference, if any, between the Merger Consideration and the exercise or base price per share of Company Common stock applicable to such stock option or SSAR; and iii) each restricted stock award of, or time-based vesting restricted stock unit with respect to, Company common stock, was cancelled in exchange for the right to receive the Merger Consideration in cash; and iv) each performance-based vesting restricted stock unit with respect to Company common stock that vested pursuant to the Merger Agreement was cancelled in exchange for the right to receive the Merger Consideration in cash, and each unvested performance-based vesting restricted stock unit with respect to Company common stock was cancelled and terminated without consideration.