SEC Form 4 · accession 0001140361-17-016349

AIR METHODS CORP · AIRM

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

Reporting owner

David Michael Doerr

Officer — EVP, Business Development

Period of report

Apr 21, 2017

Accepted (ET)

Apr 21, 2017 · 10:22 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000816159

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Apr 21, 2017	D	6,175	$43.00	D	0	D
Common Stock^F2	Apr 21, 2017	D	25,446	$43.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F4	$44.31	Apr 21, 2017	D	10,000	D	—	Oct 21, 2018	Common Stock	10,000	D
Stock Option (Right to Buy)^F4	$53.02	Apr 21, 2017	D	16,866	D	—	Aug 6, 2019	Common Stock	16,866	D
Stock Option (Right to Buy)^F4	$44.03	Apr 21, 2017	D	16,372	D	—	Feb 5, 2020	Common Stock	16,372	D
Stock Option (Right to Buy)^F4	$36.17	Apr 21, 2017	D	12,307	D	—	Mar 30, 2021	Common Stock	12,307	D
Restricted Stock Unit^F6,F5	—	Apr 21, 2017	D	2,350	D	—	—	Common Stock	2,350	D
Performance Share Unit^F8,F7	—	Apr 21, 2017	D	4,810	D	—	—	Common Stock	4,810	D
Performance Share Unit^F8,F7	—	Apr 21, 2017	D	4,633	D	—	—	Common Stock	4,633	D
Performance Share Unit^F8,F7	—	Apr 21, 2017	D	7,050	D	—	—	Common Stock	7,050	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger dated as of March 14, 2017 (the "Merger Agreement"), between the Company, ASP AMC Merger Sub, Inc., ("Purchaser") and ASP AMC Intermediate Holdings, Inc. ("Parent"), on April 21, 2017, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.06 per share, of the Company (each, a "Share") was cancelled and converted into the right to receive $43.00 in cash.
F2Such Shares represent unvested restricted Shares subject to a lapsing right of repurchase by the Company (each, a "Restricted Share").
F3Pursuant to the Merger Agreement, by virtue of the Merger and without any required action on the part of the holder thereof, all vesting conditions and restrictions applicable to each Restricted Share lapsed and each Restricted Share was cancelled and converted automatically into the right to receive $43.00 in cash, less any required withholding taxes.
F4Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Merger, whether or not then exercisable or vested, by virtue of the Merger and without any action by the holder, automatically became fully vested and was canceled immediately prior to, and contingent upon, the consummation of the Merger in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any, less any required withholding taxes, with respect to such Option. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $43.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $43.00 was $0.
F5Each Restricted Stock Unit ("RSU") represented the contingent right to receive one Share.
F6Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $43.00 for each Share underlying the RSU, less any required withholding taxes.
F7Each Performance Share Unit ("PSU") represented the contingent right to receive one Share.
F8Pursuant to the Merger Agreement, each PSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became vested at "target level" and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $43.00 for each Share underlying the vested PSU, less any required withholding taxes.