4//SEC Filing
HENNEMAN JOHN B III 4
Accession 0000950170-24-128856
CIK 0001910851other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 5:35 PM ET
Size
8.8 KB
Accession
0000950170-24-128856
Insider Transaction Report
Form 4
HENNEMAN JOHN B III
Director
Transactions
- Disposition to Issuer
Director Stock Option (right to buy)
2024-11-19−515,715→ 0 total→ Common Stock (515,715 underlying) - Disposition to Issuer
Common Stock
2024-11-19$14.30/sh−87,765$1,255,040→ 0 total
Footnotes (3)
- [F1]Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated July 31, 2024, by and among the Issuer, Raven Acquisition Holdings, LLC ("Parent") and Project Raven Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), at the time of the Merger (the "Effective Time") the reported securities were disposed of, with 72,114 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), cancelled and converted into the right to receive $14.30 per share in cash without interest (the "Merger Consideration").
- [F2]Represents 15,651 shares of Common Stock of the Issuer underlying restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time and (b) the Merger Consideration.
- [F3]Each outstanding option to purchase Common Stock ("Options") held by the Reporting Person that was outstanding and unexercised immediately prior to or upon the Effective Time, whether vested or unvested, was, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Common Stock subject to such Option and (b) the amount by which the Merger Consideration exceeds the applicable per share exercise price of such Option, with any Options that have a per share exercise price equal to or exceeding the Merger Consideration being cancelled for no consideration as of the Effective Time.
Documents
Issuer
R1 RCM Inc. /DE
CIK 0001910851
Entity typeother
Related Parties
1- filerCIK 0001187572
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 5:35 PM ET
- Size
- 8.8 KB