4//SEC Filing
NEWPORT BOB A JR 4
Accession 0000950142-09-001141
CIK 0001444598other
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 8:09 PM ET
Size
12.2 KB
Accession
0000950142-09-001141
Insider Transaction Report
Form 4
NEWPORT BOB A JR
Chief Financial Officer
Transactions
- Award
Limited Liability Co. Interests and Class B Common Stock
2009-08-11+193,746→ 193,746 total→ Class A Common Stock (193,746 underlying) - Award
Employees Stock Option (right to buy)
2009-08-11+29,700→ 29,700 totalExercise: $15.50Exp: 2019-08-11→ Class A Common Stock (29,700 underlying) - Award
Employees Stock Option (right to buy)
2009-08-11+151,877→ 151,877 totalExercise: $15.50Exp: 2019-08-11→ Class A Common Stock (151,877 underlying)
Footnotes (5)
- [F1]Immediately prior to the closing of the initial public offering of the issuer's Class A common stock (the "IPO"), the reporting person held indirectly profit interests in EBS Master LLC ("EBS Master") that were issued under EBS Master's Amended and Restated Executive Equity Incentive Plan (the "Plan"). Pursuant to reorganization transactions completed by the issuer and its subsidiaries in connection with its initial public offering and in accordance with the terms of the Plan, the issuer as managing member of EBS Master caused the reporting person's profits interests to be converted into 68,749 vested units of EBS Master (the "EBS Units") and 124,997 unvested EBS Units on August 11, 2009. In addition, on August 11, 2009, the reporting person subscribed for 193,746 shares of the issuer's Class B common stock.
- [F2]he unvested EBS Units will vest in installments of 34,374.67 on November 15, 2009, 2010 and 2011 and installments of 5,468.25 on May 26, 2010, 2011, 2012 and 2013.
- [F3]In accordance with the terms of EBS Master's operating agreement, each vested EBS Unit (along with a corresponding share of the issuer's Class B common stock) is exchangeable at any time for one share of the issuer's Class A common stock, or at the election of EBS Master, cash equal to the fair market value of the EBS Unit. The EBS Units do not expire and the reporting person is not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the issuer's stockholders but does not entitle the holder to any of the economic rights associated with shares of the issuer's Class A common stock.
- [F4]Represents employee stock options granted by the issuer to the reporting person in connection with the IPO. The options will vest annually in equal installments over a three year period from the date of grant.
- [F5]Represents employee stock options granted by the issuer to the reporting person in connection with the IPO. The options will vest annually in equal installments over a four year period from the date of grant.
Issuer
Emdeon Inc.
CIK 0001444598
Entity typeother
Related Parties
1- filerCIK 0001467791
Filing Metadata
- Form type
- 4
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 8:09 PM ET
- Size
- 12.2 KB