SEC Form 4 · accession 0001678531-16-000085
Envision Healthcare Corp · EVHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randel G Owen
Officer — President Ambulatory Services
Period of report
Dec 1, 2016
Accepted (ET)
Dec 2, 2016 · 5:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001678531
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Dec 1, 2016 | A | 122,807 | — | A | 122,807 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF4 | $11.05 | Dec 1, 2016 | A | 401,920 | A | — | May 22, 2021 | Common Stock | 401,920 | 401,920 | D |
| Stock OptionsF4,F5 | $65.84 | Dec 1, 2016 | A | 33,480 | A | — | Feb 24, 2026 | Common Stock | 33,480 | 33,480 | D |
Explanation of responses
- F1Acquisition pursuant to the terms of the Agreement and Plan of Merger, dated as of June 15, 2016, by and among Envision Healthcare Holdings, Inc., Envision Healthcare Corporation (formerly known as New Amethyst Corp.) (the "Company") and AmSurg Corp. (the "Merger Agreement"), exempt under Rule 16b-3.
- F2Pursuant to the terms of the Merger Agreement, at the Merger 2 Effective Time (as defined in the Merger Agreement), each share of Envision Healthcare Holdings, Inc. common stock held by the reporting person immediately prior to the Merger 2 Effective Time was assumed by the Company and converted into 0.334 shares of the Company's common stock having the same terms and conditions, taking into account any changes thereto by reason of the Mergers (as defined in the Merger Agreement).
- F3Pursuant to the Merger Agreement, equity-based awards granted pursuant to Envision Healthcare Holdings plans that were outstanding immediately prior to the effective time of the Mergers were converted into corresponding awards in respect of the Company's common stock at the effective time of the Mergers, subject to the same terms and conditions (including applicable vesting requirements) as were applicable to such awards prior to the consummation of the Mergers; provided, that equity-based awards granted pursuant to Envision Healthcare Holdings plans were adjusted to reflect the Exchange Ratio (as defined in the Merger Agreement).
- F4Pursuant to the terms of the Merger Agreement, at the Merger 2 Effective Time, each stock option held by the reporting person immediately prior to the Merger 2 Effective Time was assumed by the Company and converted into a stock option of the Company having the same terms and conditions, taking into account any changes thereto by reason of the Mergers (as defined in the Merger Agreement).
- F5These stock options are scheduled to vest in three installments on each of the first three anniversaries of February 24, 2016, subject to the Reporting Person's continued employment.