SEC Form 3 · accession 0001493152-18-014091
Nobilis Health Corp. · HLTH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth Joseph Klein
Officer — See Remarks
Period of report
Oct 1, 2018
Accepted (ET)
Oct 4, 2018 · 4:17 pm EDT
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 | — | — | — | 5,000 | 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 | $6.29 | holding | — | — | — | Jul 6, 2015 | Jul 6, 2025 | Common Stock | 150,000 | — | D |
| Stock Options (Right to Buy)F4,F3 | $4.57 | holding | — | — | — | Sep 22, 2016 | Sep 22, 2025 | Common Stock | 150,000 | — | D |
| Stock Options (Right to Buy)F6,F5 | $1.97 | holding | — | — | — | Mar 31, 2016 | Jan 29, 2026 | Common Stock | 150,000 | — | D |
| Stock Options (Right to Buy)F8,F7 | $1.40 | holding | — | — | — | Mar 31, 2018 | Dec 31, 2027 | Common Stock | 50,000 | — | D |
| Stock Options (Right to Buy)F10,F9 | $0.84 | holding | — | — | — | — | Sep 13, 2028 | Common Stock | 100,000 | — | D |
| Restricted Stock UnitsF12,F11 | — | holding | — | — | — | Sep 13, 2021 | — | Common Stock | 48,000 | — | D |
Explanation of responses
- F1The options vested as to 50,000 on May 1, 2016, 50,000 on May 1, 2017 and 50,000 on May 1, 2018.
- 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).
- F11None.
- F12Each 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.
- F2Stock Options granted at C$7.94. Conversion rate at July 6, 2015 was 0.7920 [1.2626], based on the Bank of Canada noon rate.
- F3The options vested as to 50,000 on 9/22/2016, 50,000 on 9/22/2017 and 50,000 on 9/22/2018.
- F4Stock Options granted at C$6.07. Conversion rate at 9/22/2015 was 0.7531 [1.327] based on the Bank of Canada noon rate.
- F5Vest ratably on calendar quarterly basis beginning on 3/31/2016 until final vesting date of 12/31/18.
- F6Stock Options granted at C$2.78. Conversion rate at 1/29/2016 was .7102 [1.4080] based on the Bank of Canada noon rate.
- F7Vest ratably on a calendar quarter basis beginning on 3/31/18 until final vesting date of 12/31/2020.
- F8Stock Options granted at $1.40 calculated on a 5-day volume weighted average price (VWAP) for 5 business days - 12/22/17 and 12/26/17-12/29/17.
- F9Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on December 31, 2018 and ending on September 30, 2021.
Remarks
Mr. Klein is the company's Interim Chief Financial Officer.