4//SEC Filing
Kusserow Paul B. K. 4
Accession 0000896262-25-000086
CIK 0000896262other
Filed
Aug 13, 8:00 PM ET
Accepted
Aug 14, 4:03 PM ET
Size
11.2 KB
Accession
0000896262-25-000086
Insider Transaction Report
Form 4
AMEDISYS INCAMED
Kusserow Paul B. K.
DirectorCEO and President
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2025-08-14−80,602→ 0 totalExercise: $114.78Exp: 2029-01-02→ Common Stock (80,602 underlying) - Disposition to Issuer
Common Stock
2025-08-14−439,124→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2025-08-14−621→ 0 total(indirect: By 401(k))
Footnotes (5)
- [F1]On August 14, 2025, UnitedHealth Group Incorporated ("UnitedHealth Group") acquired Amedisys, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of June 26, 2023 (as modified by the waiver, dated December 26, 2024, the "Merger Agreement") by and among the Issuer, UnitedHealth Group and Aurora Holdings Merger Sub Inc., a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of UnitedHealth Group. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share , of the Issuer (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $101 per share in cash (the "Per Share Merger Consideration"), without interest and less any applicable withholding tax.
- [F2]Includes 1,690 time-based Restricted Stock Units ("RSUs") of the Issuer that were outstanding at the Effective Time that were cancelled and converted into the right to receive the Per Share Merger Consideration for each such outstanding RSU as of the Effective Time.
- [F3]As of the Effective Time, each of the shares of the Issuer's Common Stock that the Reporting Person previously reported as beneficially owned under the Issuer's 401(k) plan was converted into the right to receive the Per Share Merger Consideration.
- [F4]These options are fully vested.
- [F5]In connection with the Merger, stock option awards of the Issuer were automatically converted into an option to purchase a number of shares of common stock of UnitedHealth Group equal to the product of (i) the number of shares of Common Stock subject to the Issuer stock option multiplied by (ii) the quotient obtained by dividing the Per Share Merger Consideration by the volume-weighted average of the closing sale price per share of UnitedHealth Group common stock on each of the five full consecutive trading days ending on and including the third business day prior to the Merger closing date (the "Equity Award Exchange Ratio"), at an exercise price per share equal to (i) the exercise price of the Issuer stock option divided by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group options will continue to be subject to the same terms and conditions as were applicable to the existing Issuer stock option.
Documents
Issuer
AMEDISYS INC
CIK 0000896262
Entity typeother
Related Parties
1- filerCIK 0001456688
Filing Metadata
- Form type
- 4
- Filed
- Aug 13, 8:00 PM ET
- Accepted
- Aug 14, 4:03 PM ET
- Size
- 11.2 KB