SEC Form 4 · accession 0001179110-18-005324

ALMOST FAMILY INC · AFAM

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

Reporting owner

Jonathan Goldberg

Director

Period of report

Apr 1, 2018

Accepted (ET)

Apr 3, 2018 · 6:38 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000799231

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Apr 1, 2018	D	44,803	—	D	D
Common Stock^F1	Apr 1, 2018	D	5,500	—	D	I	By self -directed 401(k) Plan
Common Stock^F4,F1	Apr 1, 2018	D	2,000	—	D	I	By spouse's self- directed 401(k) Plan
Common Stock^F1,F2	Apr 1, 2018	D	18	—	D	I	As Custodian for Daughter

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Employee Director Stock Option (Right to Buy)^F3	$33.27	Apr 1, 2018	D	3,000	D	May 15, 2010	Feb 8, 2019	Common Stock	3,000	0	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated as of November 15, 2017 (the "Merger Agreement"), by and among the Issuer, LHC Group, Inc. ("LHC Group"), and Hammer Merger Sub, Inc., a wholly owned subsidiary of LHC Group ("Merger Sub"), each share of the Issuer's common stock was converted to 0.9150 shares of LHC Group common stock, with any fractional shares being paid out in cash. The shares of common stock of LHC Group had a market value of $61.56 per share as of the close of trading on NASDAQ on March 29, 2018, the last trading day immediately preceding April 1, 2018, the effective date of the merger.
F2Reflects disposition of 18 shares of common stock that were gifted to the reporting person as custodian for his daughter on March 28, 2016. This transaction was not previously reported.
F3Pursuant to the Merger Agreement, each option to purchase shares of the Issuer's common stock, whether vested or unvested, that was outstanding immediately prior to the effective time of the merger was converted into an option to purchase, on the same terms and conditions as were applicable under the Issuer stock option immediately prior to the effective time of the merger, a number of shares of LHC Group common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the total number of shares of Issuer common stock subject to the Issuer option by (y) 0.9150, at a per share exercise price, rounded up to the nearest whole cent, equal to the quotient obtained by dividing (i) the per share exercise price for each share of Issuer common stock subject to the Issuer option by (ii) 0.9150.
F4The reporting person disclaims beneficial ownership of these securities, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.