SEC Form 4 · accession 0001225208-18-015776

LEGACY LIFEPOINT HEALTH, INC. · LPNT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jennifer C Peters

Officer — Gen. Counsel and Corp. Sec.

Period of report

Nov 16, 2018

Accepted (ET)

Nov 20, 2018 · 9:50 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
Common^F1	Nov 16, 2018	D	1,984	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Options (Right to buy)^F2	$64.22	Nov 16, 2018	D	8,974	D	—	Feb 23, 2026	Common	8,974	D
Non-Qualified Stock Options (Right to buy)^F2	$71.00	Nov 16, 2018	D	7,000	D	—	Feb 24, 2025	Common	7,000	D
Non-Qualified Stock Options (Right to buy)^F2	$44.85	Nov 16, 2018	D	34,985	D	—	Feb 27, 2028	Common	34,985	D
Non-Qualified Stock Options (Right to buy)^F2	$64.50	Nov 16, 2018	D	7,254	D	—	Feb 28, 2027	Common	7,254	D
Non-Qualified Stock Options (Right to buy)^F2	$61.45	Nov 16, 2018	D	9,630	D	—	Jun 6, 2027	Common	9,630	D
Restricted Stock Units^F3	$0.00	Nov 16, 2018	D	15,609	D	—	—	Common	15,609	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 time-based restricted stock unit ("RSU") and performance-based restricted stock unit ("PRSU"), 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 RSU or PRSU award as set forth in the applicable award agreement.