Litkovitz Mark E. 4

Accession 0000899243-22-012672

CIK 0001735803other

View on SEC.gov Company Profile

Filed

Mar 28, 8:00 PM ET

Accepted

Mar 29, 4:31 PM ET

Size

38.8 KB

Accession

0000899243-22-012672

Insider Transaction Report

Form 4

Period: 2022-03-29

Apria, Inc.APR

Litkovitz Mark E.

EVP, Chief Information Officer

Transactions

Disposition to Issuer
Stock Appreciation Rights
2022-03-29$32.17/sh−17,249$554,900→ 0 total
Exercise: $5.33Exp: 2029-10-08→ Common Stock (17,249 underlying)
Disposition to Issuer
Stock Appreciation Rights
2022-03-29$32.17/sh−22,999$739,878→ 0 total
Exercise: $5.33Exp: 2030-05-12→ Common Stock (22,999 underlying)
Disposition to Issuer
Stock Appreciation Rights
2022-03-29$29.22/sh−8,697$254,126→ 0 total
Exercise: $8.28Exp: 2025-06-05→ Common Stock (8,697 underlying)
Disposition to Issuer
Stock Appreciation Rights
2022-03-29$29.22/sh−16,889$493,497→ 0 total
Exercise: $8.28Exp: 2027-03-09→ Common Stock (16,889 underlying)
Disposition to Issuer
Restricted Stock Units
2022-03-29$37.50/sh−3,541$132,788→ 0 total
→ Common Stock (3,541 underlying)
Disposition to Issuer
LTIP Units
2022-03-29$37.50/sh−6,784$254,400→ 0 total
→ Common Stock (6,784 underlying)
Disposition to Issuer
Common Stock
2022-03-29$37.50/sh−4,438$166,425→ 0 total
Disposition to Issuer
Stock Appreciation Rights
2022-03-29$35.43/sh−9,373$332,085→ 0 total
Exercise: $2.07Exp: 2027-03-09→ Common Stock (9,373 underlying)
Disposition to Issuer
Stock Appreciation Rights
2022-03-29$29.22/sh−5,751$168,044→ 0 total
Exercise: $8.28Exp: 2029-10-08→ Common Stock (5,751 underlying)
Disposition to Issuer
Performance-based Restricted Stock Units
2022-03-29$37.50/sh−7,082$265,575→ 0 total
→ Common Stock (7,082 underlying)
Disposition to Issuer
Stock Appreciation Rights
2022-03-29$29.22/sh−38,942$1,137,885→ 0 total
Exercise: $8.28Exp: 2025-02-20→ Common Stock (38,942 underlying)
Award
LTIP Units
2022-03-29+6,784→ 6,784 total
→ Common Stock (6,784 underlying)
Award
Performance-based Restricted Stock Units
2022-03-29+7,082→ 7,082 total
→ Common Stock (7,082 underlying)
Disposition to Issuer
Stock Appreciation Rights
2022-03-29$32.83/sh−7,947$260,900→ 0 total
Exercise: $4.67Exp: 2027-03-09→ Common Stock (7,947 underlying)

Footnotes (10)

[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.
[F10]Represents PSUs granted in 2021 pursuant to the Issuer's 2021 omnibus incentive plan, which were originally scheduled to vest based on the achievement of certain performance criteria.
[F2]Pursuant to the Merger Agreement, these fully vested stock appreciation rights were canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger.
[F3]Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting in equal quarterly installments until August 15, 2024, became fully vested and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger.
[F4]Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting as follows: (a) 20% vest on May 12, 2021, and (b) the remaining to vest in equal quarterly installments ending on May 12, 2025, became fully vested and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger.
[F5]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.
[F6]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.
[F7]Represents RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on June 10, 2022.
[F8]In connection with the Merger, certain performance-based Restricted Stock Units ("PSUs") and 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 PSU or LTIP, as applicable immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
[F9]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

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Apria, Inc.

CIK 0001735803

→

Entity typeother

Related Parties

filerCIK 0001844383

Filing Metadata

Form type: 4
Filed: Mar 28, 8:00 PM ET
Accepted: Mar 29, 4:31 PM ET
Size: 38.8 KB

View on SEC.gov