SEC Form 4 · accession 0000895930-16-000288
AMSURG CORP · AMSG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Claire M Gulmi
Officer — Executive VP & CFO · Director
Period of report
Dec 1, 2016
Accepted (ET)
Dec 1, 2016 · 4:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000895930
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1 | Dec 1, 2016 | M | 5,731 | $0.00 | A | 121,064 | D | |
| Common stockF3 | Dec 1, 2016 | D | 121,064 | — | 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 unitsF1 | — | Dec 1, 2016 | D | 5,731 | D | — | — | Common stock | 5,731 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 15, 2016, by and among Envision Healthcare Holdings,Inc., New Amethyst Corp. and AmSurg Corp. (the "Merger Agreement"), at the Merger 1 Effective Time, a Change of Control, as defined in the AmSurg Corp. 2014 Equity and Incentive Plan (the "Plan") of AmSurg Corp. (the "Company"), occurred under the Plan. Under the Company's Performance Share Unit Award Agreement (the "Agreement") issued under the Plan, upon the occurrence of a Change of Control, the Performance Awards eligible to vest settle into shares of restricted stock at the Target Award, as defined in the Agreement. The Change of Control eliminates the performance aspect of the Performance Awards and such awards convert to restricted stock.
- F2Disposition pursuant to the terms of the Merger Agreement, exempt under Rule 16b-3.
- F3Pursuant to the terms of the Merger Agreement, at the Merger 1 Effective Time (as defined in the Merger Agreement), each share of common stock held by the reporting person immediately prior to the Merger 1 Effective Time was assumed by New Amethyst and converted into a New Amethyst share of common stock having the same terms and conditions, taking into account any changes thereto by reason of the Mergers (as defined in the Merger Agreement).