SEC Form 4 · accession 0000899243-17-020843
Alliance HealthCare Services, Inc · AIQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard W Johns
Officer — COO and CLO
Period of report
Aug 21, 2017
Accepted (ET)
Aug 22, 2017 · 4:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000817135
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 21, 2017 | D | 4,648 | $13.25 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Aug 21, 2017 | D | 6,886 | D | — | — | Common Stock | 6,886 | 0 | D |
| Stock Option (right to buy)F4 | $5.70 | Aug 21, 2017 | D | 60,000 | D | — | Jan 31, 2022 | Common Stock | 60,000 | 0 | D |
| Stock Option (right to buy)F4 | $12.70 | Aug 21, 2017 | D | 6,397 | D | — | May 30, 2023 | Common Stock | 6,397 | 0 | D |
| Stock Option (right to buy)F4 | $28.70 | Aug 21, 2017 | D | 4,656 | D | — | Jan 31, 2024 | Common Stock | 4,656 | 0 | D |
| Stock Option (right to buy)F4 | $23.91 | Aug 21, 2017 | D | 5,913 | D | — | Feb 27, 2025 | Common Stock | 5,913 | 0 | D |
| Stock Option (right to buy)F4 | $6.93 | Aug 21, 2017 | D | 17,128 | D | — | Mar 23, 2026 | Common Stock | 17,128 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 10, 2017 by and among the Issuer, Tahoe Investment Group Co., Ltd., THAIHOT Investment Company Limited, THAIHOT Investment Company US Limited and Alliance Healthcare Services Merger Sub Limited. Each share of Issuer common stock held by the reporting person was cancelled in the merger and converted into the right to receive $13.25 in cash per share, without interest and less any applicable withholding taxes (the "Merger Consideration").
- F2Restricted Stock Units convert to common stock on a one to one basis upon the vesting thereof with no expiration date.
- F3Restricted stock units were cancelled in the merger and converted into the right to receive a restricted cash award equal to (i) the number of shares of common stock subject to the restricted stock units multiplied by (ii) the Merger Consideration. The restricted cash award vests in equal amounts on March 23, 2018 and 2019, subject to continued service through each applicable vesting date.
- F4Options were cancelled in the merger and converted into the right to receive an amount in cash determined by multiplying (i) the excess of the Merger Consideration over the option exercise price of such option by (ii) the number of shares of common stock subject to such option.