4//SEC Filing
EPOCRATES INC 4
Accession 0001096738-13-000021
CIK 0001096738operating
Filed
Mar 12, 8:00 PM ET
Accepted
Mar 13, 9:55 PM ET
Size
15.0 KB
Accession
0001096738-13-000021
Insider Transaction Report
Form 4
EPOCRATES INCEPOC
WAN MARK A
Other
Transactions
- Disposition to Issuer
Common Stock
2013-03-12−1,655,329→ 0 total(indirect: I) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-03-12−15,720→ 0 totalExercise: $10.17→ Common Stock (15,720 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-03-12−15,720→ 0 totalExercise: $13.36→ Common Stock (15,720 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-03-12−11,790→ 0 totalExercise: $21.98→ Common Stock (11,790 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2013-03-12−11,790→ 0 totalExercise: $8.14→ Common Stock (11,790 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger among Epocrates, Inc. (the "Issuer"), athenahealth, Inc., and Echo Merger Sub, Inc., a wholly-owned subsidiary of athenahealth, Inc., dated January 7, 2013 (the "Merger Agreement"), each share of the Issuer's common stock was exchanged for $11.75 in cash, without interest and less any applicable withholding taxes (the "Merger").
- [F2]The shares are held by Three Arch Partners II, L.P. ("Three Arch"). Three Arch Management II, L.L.C. ("TAM II") is the general partner of Three Arch and thereby has sole voting and investment control over the shares owned by the Three Arch. Reporting Person and Wilfred E. Jaeger are managing members of TAM II and have shared voting and investment control over the shares owned by Three Arch. Reporting Person disclaims beneficial ownership of the shares held by Three Arch except to the extent of his pecuniary interest therein.
- [F3]The stock options under this award were fully vested prior to the closing of the Merger.
- [F4]5,895 of the stock options under this award were vested prior to the closing of the Merger. 5,895 of the stock options under this award accelerated and vested as of the closing of the Merger.
- [F5]In connection with the Merger, the vested and/or exercisable portion of each Issuer stock option held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon the exercise of such option and $11.75 minus the exercise price of such option. The Reporting Person's options, if any, with an exercise price equal to or above $11.75 were canceled in connection with the Merger.
Documents
Issuer
EPOCRATES INC
CIK 0001096738
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001096738
Filing Metadata
- Form type
- 4
- Filed
- Mar 12, 8:00 PM ET
- Accepted
- Mar 13, 9:55 PM ET
- Size
- 15.0 KB