SEC Form 4 · accession 0001225208-18-015771
LEGACY LIFEPOINT HEALTH, INC. · LPNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Michael Grooms
Officer — VP & Chief Accounting Officer
Period of report
Nov 16, 2018
Accepted (ET)
Nov 20, 2018 · 9:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001301611
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CommonF1 | Nov 16, 2018 | D | 1,731 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Options (Right to buy)F2 | $64.50 | Nov 16, 2018 | D | 5,803 | D | — | Feb 28, 2027 | Common | 5,803 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Nov 16, 2018 | D | 5,631 | D | — | — | Common | 5,631 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger between the Issuer, RegionalCare Hospital Partners Holdings, Inc. d/b/a RCCH HealthCare Partners, and Legend Merger Sub, Inc. (the "Merger Agreement"), each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive $65.00 in cash, without interest.
- F2Pursuant to the terms of the Merger Agreement, each outstanding option, whether vested or unvested, became fully vested as of the effective time of the merger, and was canceled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, determined by multiplying the excess, if any, of the merger consideration of $65.00 per share over the applicable exercise price per share of such option by the number of shares of common stock subject to such option, or if there was no such excess was canceled without consideration.
- F3Pursuant to the terms of the Merger Agreement, each outstanding restricted stock unit, whether vested or unvested, became fully vested as of the effective time of the merger, and was canceled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to the merger consideration of $65.00 per share multiplied by the number of shares of common stock subject to such restricted stock unit award.