SEC Form 4 · accession 0001179110-18-005334
ALMOST FAMILY INC · AFAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sandra G Hogston
Officer — SVP Hospital JV Operations
Period of report
Mar 31, 2018
Accepted (ET)
Apr 3, 2018 · 6:47 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 | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 31, 2018 | F | 1,908 | $56.00 | D | 5,792 | D | |
| Common StockF2 | Apr 1, 2018 | D | 5,792 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option (right to buy)F3,F4 | $49.05 | Apr 1, 2018 | D | 1,500 | D | — | Mar 9, 2027 | Common Stock | 1,500 | 0 | D |
Explanation of responses
- F1Payment of tax liability by delivery of securities in connection with vesting of previously issued shares of restricted stock in accordance with Rule 16b-3.
- F2Pursuant 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.
- 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.
- F4This 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.