SEC Form 4 · accession 0000899243-19-007280
Civitas Solutions, Inc. · CIVI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce F. Nardella
Officer — President and CEO · Director
Period of report
Mar 8, 2019
Accepted (ET)
Mar 12, 2019 · 5:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001608638
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Mar 8, 2019 | D | 548,838 | — | 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 OptionF4 | $17.00 | Mar 8, 2019 | D | 140,619 | D | — | Sep 16, 2024 | Common Stock | 140,619 | 0 | D |
| Stock OptionF4 | $25.10 | Mar 8, 2019 | D | 39,020 | D | — | Jan 14, 2026 | Common Stock | 39,020 | 0 | D |
| Stock OptionF4 | $17.05 | Mar 8, 2019 | D | 54,866 | D | — | Dec 10, 2026 | Common Stock | 54,866 | 0 | D |
| Stock OptionF4 | $19.00 | Mar 8, 2019 | D | 51,858 | D | — | Dec 9, 2027 | Common Stock | 51,858 | 0 | D |
| Stock OptionF4 | $13.65 | Mar 8, 2019 | D | 66,183 | D | — | Dec 8, 2028 | Common Stock | 66,183 | 0 | D |
| Performance-Based Restricted Stock UnitF5,F6 | — | Mar 8, 2019 | A | 64,156 | A | — | — | Common Stock | 64,156 | 64,156 | D |
| Performance-Based Restricted Stock UnitF5,F6 | — | Mar 8, 2019 | D | 64,156 | D | — | — | Common Stock | 64,156 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the merger contemplated by the Agreement and Plan of Merger, dated as of December 18, 2018 (the "Merger Agreement"), by and among Civitas Solutions, Inc. (the "Company"), Celtic Tier II Corp. and Celtic Intermediate Corp. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company (the "Common Stock") held by the Company's stockholders, including the reporting person, was converted into the right to receive $17.75 in cash (other than 14,085 shares of Common Stock that were cancelled and converted into limited partnership interests in Celtic Holdings CB, L.P.).
- F2Includes 14,052 restricted stock units ("RSU") that were scheduled to vest on December 6, 2019, 25,220 RSUs that were scheduled to vest in two equal increments on December 8, 2019 and December 8, 2020 and 52,656 RSUs that were scheduled to vest in three equal increments on December 7, 2019, 2020 and 2021. At the Effective Time, each RSU, whether vested or unvested, was converted into the right to receive an amount in cash equal to (i) $17.75 multiplied by (ii) the total number of shares of Common Stock subject to such RSU.
- F3continued from footnote (2)) For each RSU (other than 52,656 RSUs granted in December 2018), 50% of the consideration was paid on the closing date and 50% will be paid subject to continued service in accordance with the original vesting schedule of the RSUs, or, if earlier, in two equal installments on the first and second anniversaries of the closing. The consideration for 52,656 RSUs granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedule, or, if earlier, in two equal installments on the first and second anniversaries of the closing.
- F4At the Effective Time, each option to purchase shares of Common Stock (an "Option"), whether vested or unvested, was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $17.75 over the exercise price per share of such Option and (ii) the total number of shares of Common Stock subject to such Option. Any Option that had an exercise price per share that was equal to or greater than $17.75 was cancelled for no consideration. The consideration for Options (other than 66,183 Options granted in December 2018) was paid on the closing date. The consideration for 66,183 Options granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedules of the Options.
- F5At the Effective Time, each performance-based restricted stock unit ("PRSU"), whether vested or unvested, was converted into the right to receive an amount in cash equal to the product of (i) $17.75 multiplied by (ii) the total number of shares of Common Stock subject to such PRSU, with performance-based vesting conditions deemed achieved based on actual performance through the closing date (in the case of PRSUs other than 26,328 PRSUs granted in December 2018), and, in the case of 26,328 PRSUs granted in December 2018, with performance-based vesting conditions deemed achieved at target.
- F6(continued from footnote (5)) For each PRSU (other than 26,328 PRSUs granted in December 2018), 50% of the consideration was paid on the closing date and 50% will be paid subject to continued service in accordance with the original vesting schedule of the PRSUs, or, if earlier, in two equal installments on the first and second anniversaries of the closing. The consideration for 26,328 PRSUs granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedule, or, if earlier, in two equal installments on the first and second anniversaries of the closing.