SEC Form 3 · accession 0001409916-19-000007
Nobilis Health Corp. · HLTH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brandon Moreno
Officer — Chief Financial Officer
Period of report
Jan 17, 2019
Accepted (ET)
Jan 22, 2019 · 4:34 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001409916
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 21,798 | 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)F2,F1 | $1.19 | holding | — | — | — | May 11, 2015 | Nov 11, 2024 | Common Stock | 53,333 | — | D |
| Stock Options (Right to Buy)F4,F3 | $1.98 | holding | — | — | — | Mar 31, 2016 | Jan 29, 2026 | Common Stock | 25,000 | — | D |
| Stock Options (Right to Buy)F6,F5 | $1.92 | holding | — | — | — | Mar 31, 2017 | Dec 21, 2026 | Common Stock | 50,000 | — | D |
| Stock Options (Right to Buy)F8,F7 | $1.40 | holding | — | — | — | Mar 31, 2018 | Dec 31, 2027 | Common Stock | 75,000 | — | D |
| Stock Options (Right to Buy)F10,F9 | $0.84 | holding | — | — | — | Sep 30, 2018 | Sep 14, 2028 | Common Stock | 100,000 | — | D |
| Stock Options (Right to Buy)F12,F11 | $0.46 | holding | — | — | — | — | Jan 17, 2029 | Common Stock | 150,000 | — | D |
| Restricted Stock UnitsF14,F13 | — | holding | — | — | — | Sep 13, 2021 | — | Common Stock | 20,000 | — | D |
Explanation of responses
- F1The options vested as to 26,667 on May 11, 2015, 26,667 on May 11, 2016, and 26,666 on May 11, 2017. 26,667 of the options were exercised on August 17, 2015.
- F10Stock options were granted at an exercise price of $0.84 per share (the average volume weighted average price (VWAP) for the five business day period ending on the business day prior to the date of grant).
- F11Stock options vest as to 50,000 on January 17, 2020, 50,000 on January 17, 2021, and 50,000 on January 17, 2022.
- F12Stock options were granted at an exercise price of $0.46 per share (the average volume weighted average price (VWAP) for the five business day period ending on the business day prior to the date of grant).
- F13None.
- F14Each RSU represents the contingent right to receive either (i) one share of common stock upon vesting of the RSU or (ii) a cash payment in an amount equal to the U.S. Dollar equivalent of the market price per unit on the vesting date.
- F2The options were granted at C$1.34 per share. Conversion rate on November 11, 2014 was 0.8854 [1.1294], based on the Federal Reserve Historical Rates for the Canadian Dollar.
- F3Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on March 31, 2016, and ending on December 31, 2018.
- F4The options were granted at C$2.78 per share. Conversion rate on January 29, 2016 was 0.7105 [1.4074], based on the Federal Reserve Historical Rates for the Canadian Dollar.
- F5Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on March 31, 2017 and ending on December 31, 2019.
- F6Stock options were granted at an exercise price of $1.92 per share (the average volume weighted average price (VWAP)for the five business day period ending on the business day prior to the date of grant).
- F7Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on March 31, 2018 and ending on December 31, 2020.
- F8Stock options granted at $1.40 calculated on a five day weighted average price (VWAP)for five business days - 12/22/2017 and 12/26/2017 - 12/29/2017.
- F9Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on September 30, 2018 and ending on June 30, 2021.