SEC Form 4 · accession 0001140361-18-018970
NRC HEALTH · NRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barbara Mowry
Director
Period of report
Apr 17, 2018
Accepted (ET)
Apr 18, 2018 · 5:52 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 |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 17, 2018 | A | 6,902 | — | A | 6,902 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F2 | $43.91 | Apr 17, 2018 | D | 12,000 | D | — | May 8, 2024 | Class B Common Stock | 12,000 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $34.50 | Apr 17, 2018 | D | 6,000 | D | — | May 7, 2025 | Class B Common Stock | 6,000 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $37.78 | Apr 17, 2018 | D | 6,000 | D | — | May 11, 2026 | Class B Common Stock | 6,000 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $44.47 | Apr 17, 2018 | D | 6,000 | D | — | May 9, 2027 | Class B Common Stock | 6,000 | 0 | D |
| Director Stock Option (Right to Buy) | $14.95 | holding | — | — | — | May 8, 2015 | May 8, 2024 | Common Stock | 72,000 | 72,000 | D |
| Director Stock Option (Right to Buy) | $14.21 | holding | — | — | — | May 7, 2016 | May 7, 2025 | Common Stock | 36,000 | 36,000 | D |
| Director Stock Option (Right to Buy) | $14.19 | holding | — | — | — | May 11, 2017 | May 11, 2026 | Common Stock | 36,000 | 36,000 | D |
| Director Stock Option (Right to Buy) | $24.35 | holding | — | — | — | May 9, 2018 | May 9, 2027 | Common Stock | 36,000 | 36,000 | 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.