SEC Form 4 · accession 0001140361-18-018960
NRC HEALTH · NRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven D. Jackson
Officer — President
Period of report
Apr 17, 2018
Accepted (ET)
Apr 18, 2018 · 5:46 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 StockF1 | Apr 17, 2018 | D | 15,245 | — | D | 0 | D | |
| Common StockF1 | Apr 17, 2018 | A | 15,245 | — | A | 108,478 | D | |
| Common StockF1,F2 | Apr 17, 2018 | A | 1,989 | — | A | 110,467 | D | |
| Common Stock | Apr 17, 2018 | F | 4,991 | $33.55 | D | 105,476 | 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 | $34.00 | Apr 17, 2018 | D | 3,589 | D | — | Jan 5, 2026 | Class B Common Stock | 3,589 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $40.54 | Apr 17, 2018 | D | 2,935 | D | — | Jan 4, 2027 | Class B Common Stock | 2,935 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $15.23 | holding | — | — | — | — | Jan 5, 2026 | Common Stock | 21,535 | 21,535 | D |
| Employee Stock Option (Right to Buy)F4 | $18.80 | holding | — | — | — | — | Jan 4, 2027 | Common Stock | 17,608 | 17,608 | D |
| Employee Stock Option (Right to Buy)F5 | $36.80 | holding | — | — | — | — | Jan 3, 2028 | Common Stock | 12,228 | 12,228 | 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").
- F2Pursuant 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.
- F3This option becomes fully exercisable on January 5, 2021.
- F4This option becomes fully exercisable on January 4, 2022.
- F5This option becomes fully exercisable on January 3, 2023.