SEC Form 4 · accession 0001179110-18-005329

ALMOST FAMILY INC · AFAM

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

Reporting owner

William B Yarmuth

Officer — CEO · Director

Period of report

Apr 1, 2018

Accepted (ET)

Apr 3, 2018 · 6:43 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	418,796	—	D	D
Common Stock^F1	Apr 1, 2018	D	25,274	—	D	I	By family limited partnership
Common Stock^F1	Apr 1, 2018	D	51,205	—	D	I	By Spouse
Common Stock^F1	Apr 1, 2018	D	5,924	—	D	I	By trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option (right to buy)^F2,F3	$24.28	Apr 1, 2018	D	6,300	D	—	Mar 16, 2024	Common Stock	6,300	D
Option (right to buy)^F2,F4	$36.03	Apr 1, 2018	D	16,050	D	—	Mar 3, 2026	Common Stock	16,050	D
Option (right to buy)^F2,F5	$37.28	Apr 1, 2018	D	9,900	D	—	Mar 1, 2025	Common Stock	9,900	D
Option (right to buy)^F2,F6	$49.05	Apr 1, 2018	D	16,100	D	—	Mar 9, 2027	Common Stock	16,100	D
Option (right to buy)^F2,F7	$40.13	Apr 1, 2018	D	9,000	D	—	Dec 13, 2019	Common Stock	9,000	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.
F2Pursuant 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.
F3This option became vested in four equal annual installments beginning March 17, 2014.
F4This option would have vested in four equal annual installments beginning March 4, 2016; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement.
F5This option would have vested in four equal annual installments beginning March 2, 2015; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement.
F6This option would have vested in four equal annual installments beginning March 10, 2017; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement.
F7This option became vested in four equal annual installments beginning December 14, 2009.