SEC Form 4 · accession 0001678531-18-000142
Envision Healthcare Corp · EVHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phillip A Clendenin
Officer — President Ambulatory Services
Period of report
Oct 11, 2018
Accepted (ET)
Oct 15, 2018 · 12:48 pm EDT
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 | Oct 11, 2018 | D | 50,937 | $46.00 | D | 0 | D | |
| Common StockF1 | Oct 11, 2018 | D | 500 | $46.00 | D | 0 | I | by IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF3 | — | Oct 11, 2018 | A | 20,083 | A | — | — | Common Stock | 20,083 | 20,083 | D |
| Performance Share UnitsF3 | — | Oct 11, 2018 | D | 20,083 | D | — | — | Common Stock | 20,083 | 0 | D |
Explanation of responses
- F1At the Effective Time, each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) was cancelled and converted into the right to receive $46.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes.
- F2Includes 11,924 restricted stock unit awards ("Company RSUs"). At the Effective Time, each Company RSU that was outstanding as of immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to the sum of (i) the product of (A) the total number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (B) the Merger Consideration and (ii) any accrued but unpaid dividend equivalents with respect to such Company RSU.
- F3At the Effective Time, each performance share unit award in respect of Company Common Stock ("Company PSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (the "Company PSU Consideration") equal to the product of (i) the total number of shares of Company Common Stock subject to such Company PSU assuming target performance and (ii) the Merger Consideration. The Company PSU Consideration will generally be payable to the holder of the corresponding Company PSU in a single lump sum on the date on which the applicable Company PSU would have otherwise vested, generally subject to such holder's continued service through the applicable vesting date.
Remarks
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 10, 2018, by and among Envision Healthcare Corporation (the "Company"), Enterprise Parent Holdings Inc. ("Parent"), and Enterprise Merger Sub Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on June 13, 2018, pursuant to which the Company became a wholly owned subsidiary of Parent (the "Merger") on October 11, 2018 (the "Effective Time").