SEC Form 4 · accession 0001140361-18-018958

NRC HEALTH · NRC

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

Reporting owner

Michael D. Hays

Officer — CEO · Director

Period of report

Apr 17, 2018

Accepted (ET)

Apr 18, 2018 · 5:44 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000070487

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class B Common Stock^F1,F2	Apr 17, 2018	D	125	—	D	0	I	By Spouse
Common Stock^F1,F2	Apr 17, 2018	A	125	—	A	139,095	I	By Spouse
Class B Common Stock^F1,F2	Apr 17, 2018	D	12	—	D	0	I	By Spouse & Daughter Jt
Common Stock^F1,F2	Apr 17, 2018	A	12	—	A	87	I	By Spouse & Daughter Jt
Common Stock^F1,F3	Apr 17, 2018	A	3,870	—	A	3,870	D
Common Stock	Apr 17, 2018	F	1,799	$33.55	D	2,071	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)^F3	$21.50	Apr 17, 2018	D	2,491	D	—	Jan 5, 2022	Class B Common Stock	2,491	0	D
Employee Stock Option (right to buy)^F3	$27.13	Apr 17, 2018	D	1,823	D	—	Jan 7, 2023	Class B Common Stock	1,823	0	D
Employee Stock Option (right to buy)^F3	$34.15	Apr 17, 2018	D	266	D	—	Jan 7, 2024	Class B Common Stock	266	0	D
Employee Stock Option (right to buy)^F3	$35.48	Apr 17, 2018	D	1,669	D	—	Jan 6, 2025	Class B Common Stock	1,669	0	D
Employee Stock Option (right to buy)^F3	$34.00	Apr 17, 2018	D	1,524	D	—	Jan 5, 2026	Class B Common Stock	1,524	0	D
Employee Stock Option (right to buy)^F3	$40.54	Apr 17, 2018	D	1,246	D	—	Jan 4, 2027	Class B Common Stock	1,246	0	D
Employee Stock Option (right to buy)^F4	$8.12	holding	—	—	—	—	Jan 5, 2019	Common Stock	20,109	20,109	D
Employee Stock Option (right to buy)^F5	$6.29	holding	—	—	—	—	Jan 5, 2020	Common Stock	26,481	26,481	D
Employee Stock Option (right to buy)^F6	$9.14	holding	—	—	—	—	Jan 5, 2021	Common Stock	17,745	17,745	D
Employee Stock Option (right to buy)^F7	$10.75	holding	—	—	—	—	Jan 5, 2022	Common Stock	14,949	14,949	D
Employee Stock Option (right to buy)^F8	$14.50	holding	—	—	—	—	Jan 7, 2023	Common Stock	10,938	10,938	D
Employee Stock Option (right to buy)^F9	$18.80	holding	—	—	—	—	Jan 7, 2024	Common Stock	2,904	2,904	D
Employee Stock Option (right to buy)^F10	$13.17	holding	—	—	—	—	Jan 6, 2025	Common Stock	10,014	10,014	D
Employee Stock Option (right to buy)^F11	$15.23	holding	—	—	—	—	Jan 5, 2026	Common Stock	9,145	9,145	D
Employee Stock Option (right to buy)^F12	$18.80	holding	—	—	—	—	Jan 4, 2027	Common Stock	7,478	7,478	D
Employee Stock Option (right to buy)^F13	$36.80	holding	—	—	—	—	Jan 3, 2028	Common Stock	5,193	5,193	D

Explanation of responses

F1On April 17, 2018, the Issuer completed a recapitalization whereby the Issuer exchanged one share of its then-existing class A common stock, plus $19.59 in cash, without interest, for each share of its then-existing class B common stock and, following such exchange, each share of class A common stock was reclassified as a share of Common Stock (the "Recapitalization").
F10This option becomes fully exercisable on January 6, 2020.
F11This option becomes fully exercisable on January 5, 2021.
F12This option becomes fully exercisable on January 4, 2022.
F13This option becomes fully exercisable on January 3, 2023.
F2The reporting person disclaims beneficial ownership of these shares.
F3Pursuant to the Recapitalization, all outstanding options to purchase class B common stock were vested in full and cancelled. In exchange for the option, the reporting person received one share of common stock, plus $19.59 in cash, for each class B option, less the exercise price per share of the option and any applicable tax withholding.
F4This option became fully exercisable on January 5, 2014.
F5This option became fully exercisable on January 5, 2015.
F6This option became fully exercisable on January 5, 2016.
F7This option became fully exercisable on January 5, 2017.
F8This option became fully exercisable on January 7, 2018.
F9This option becomes fully exercisable on January 7, 2019.