4//SEC Filing
Hicks Michael-Bryant 4
Accession 0000899243-22-012664
CIK 0001735803other
Filed
Mar 28, 8:00 PM ET
Accepted
Mar 29, 4:31 PM ET
Size
12.2 KB
Accession
0000899243-22-012664
Insider Transaction Report
Form 4
Apria, Inc.APR
Hicks Michael-Bryant
See Remarks
Transactions
- Disposition to Issuer
LTIP Units
2022-03-29$37.50/sh−20,740$777,750→ 0 total→ Common Stock (20,740 underlying) - Disposition to Issuer
Restricted Stock Units
2022-03-29$37.50/sh−10,370$388,875→ 0 total→ Common Stock (10,370 underlying) - Award
LTIP Units
2022-03-29+20,740→ 20,740 total→ Common Stock (20,740 underlying)
Footnotes (6)
- [F1]On March 29, 2022, Owens & Minor, Inc. ("Owens & Minor") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, dated as of January 7, 2022 (the "Merger Agreement"), by and among the Issuer, Owens & Minor and StoneOak Merger Sub Inc., an indirect, wholly owned subsidiary of Owens & Minor ("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 an indirect, wholly owned subsidiary of Owens & Minor. At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $37.50 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.
- [F2]Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.
- [F3]Pursuant to the Merger Agreement, each restricted stock unit ("RSU") became fully vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such RSU, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
- [F4]Represents RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on June 10, 2022.
- [F5]In connection with the Merger, certain long-term incentive plan units ("LTIP") were vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such LTIP immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
- [F6]Represents LTIP awards granted in 2020 which were originally scheduled to vest in equal quarterly installments beginning on March 31, 2020, subject to the satisfaction of certain performance criteria as determined at the end of the three year performance period.
Documents
Issuer
Apria, Inc.
CIK 0001735803
Entity typeother
Related Parties
1- filerCIK 0001596081
Filing Metadata
- Form type
- 4
- Filed
- Mar 28, 8:00 PM ET
- Accepted
- Mar 29, 4:31 PM ET
- Size
- 12.2 KB