4//SEC Filing
STEVENS GREGORY T 4
Accession 0000950142-09-001143
CIK 0001444598other
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 8:10 PM ET
Size
12.2 KB
Accession
0000950142-09-001143
Insider Transaction Report
Form 4
STEVENS GREGORY T
Exec.VP, General Counsel/Sec'y
Transactions
- Award
Limited Liability Co. Interests and Class B Common Stock
2009-08-11+109,365→ 109,365 total→ Class A Common Stock (109,365 underlying) - Award
Employee Stock Options (right to buy)
2009-08-11+340,635→ 340,635 totalExercise: $15.50Exp: 2019-08-11→ Class A Common Stock (340,635 underlying) - Award
Employee Stock Options (right to buy)
2009-08-11+85,000→ 85,000 totalExercise: $15.50Exp: 2019-08-11→ Class A Common Stock (85,000 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 19,443 vested units of EBS Master (the "EBS Units") and 89,922 unvested EBS Units on August 11, 2009. In addition, on August 11, 2009, the reporting person subscribed for 109,365 shares of the issuer's Class B common stock.
- [F2]The unvested EBS Units will vest in installments of 3,038 on May 26, 2010, 2011, 2012 and 2013 and installments of 19,442.5 on June 1, 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 0001467792
Filing Metadata
- Form type
- 4
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 8:10 PM ET
- Size
- 12.2 KB