SEC Form 4 · accession 0001179110-16-030908
Press Ganey Holdings, Inc. · PGND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Devin J Anderson
Officer — Gen Counsel & Corp Secretary
Period of report
Oct 21, 2016
Accepted (ET)
Oct 25, 2016 · 3:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001633142
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 21, 2016 | F | 45,684 | $40.50 | D | 120,464 | D | |
| Common Stock | Oct 21, 2016 | D | 120,464 | $40.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $26.18 | Oct 21, 2016 | D | 48,617 | D | — | Feb 17, 2026 | Common Stock | 48,617 | 0 | D |
Explanation of responses
- F1Represents shares withheld by the company for payment of tax liability incident to the vesting of restricted common stock.
- F2Pursuant to the agreement and plan of merger, dated as of August 9, 2016 (as amended or modified from time to time, the "Merger Agreement"), by and among Press Ganey Holdings, Inc., (the "Company"), Emerald TopCo, Inc., ("Parent") and Emerald BidCo, Inc., ("Merger Sub"), all outstanding and unexercised stock options, at the option of the holder, were cancelled in exchange for the right to receive in cash an amount equal to the product of (i) the total number of shares of common stock of the Company subject to the stock option multiplied by (ii) the excess, if any, of the per share merger consideration over the exercise price of the option.