SEC Form 4 · accession 0001678531-18-000153

Envision Healthcare Corp · EVHC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William A Sanger

Director

Period of report

Oct 11, 2018

Accepted (ET)

Oct 15, 2018 · 12:55 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 Stock^F1,F2	Oct 11, 2018	D	70,862	$46.00	D	0	D
Common Stock^F1	Oct 11, 2018	D	179,641	$46.00	D	0	I	By Family Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F3	$11.05	Oct 11, 2018	D	1,563,535	D	—	May 22, 2021	Common Stock	1,563,535	0	D
Stock Options^F3	$65.84	Oct 11, 2018	D	105,807	D	—	Feb 24, 2026	Common Stock	105,807	0	D
Performance Share Units^F4	—	Oct 11, 2018	A	67,092	A	—	—	Common Stock	67,092	67,092	D
Performance Share Units^F4	—	Oct 11, 2018	D	67,092	D	—	—	Common Stock	67,092	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 51,767 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 option to purchase shares of Company Common Stock ("Company Option") 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 product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option and (ii) the total number of shares of Company Common Stock subject to such Company Option. Any Company Option that had an exercise price per share that was equal to or greater than the Merger Consideration was cancelled for no consideration.
F4At 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").