EPOCRATES INC 4
4 · EPOCRATES INC · Filed Mar 14, 2013
Insider Transaction Report
Form 4
EPOCRATES INCEPOC
CHAMBON PHILIPPE
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2013-03-12−2,644,170→ 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-Qualfied 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 (6)
- [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]Dr. Philippe Chambon ("Chambon"), in his capacity as a member of the investment committees of DLJCC and of DLJLBO, may be deemed to beneficially own the shares as to which this Form 4 relates. Dr. Chambon disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Sprout Capital IX, L.P. ("Sprout IX"), Sprout Entrepreneurs Fund, L.P. ("Sprout Entrepreneurs") and DLJ ESC II, L.P. ("ESC II") are Delaware limited partnerships which make investments for long term appreciation. DLJ Capital Corporation ("DLJCC"), a Delaware corporation acts as a venture capital partnership management company.
- [F3]DLJCC is also the general partner of Sprout Entrepreneurs. DLJCC is also the managing general partner of Sprout IX, and, as such, is responsible for its day-to-day management. DLJCC makes all of the investment decisions on behalf of Sprout IX and Sprout Entrepreneurs. DLJ Associates IX, L.P. ("Associates IX"), a Delaware limited partnership, is a general partner of Sprout IX and in accordance with the terms of the relevant partnership agreement, does not participate in investment decisions made on behalf of Sprout IX. DLJ Capital Associates IX, Inc. ("DLJCA IX"), a Delaware corporation, is the managing general partner of Associates IX. Dr. Chambon is a limited partner of Associates IX. DLJ LBO Plans Management Corporation ("DLJLBO"), a Delaware corporation, is the general partner of ESC II and, as such, is responsible for its day-to-day management. DLJLBO makes all of the investment decisions on behalf of ESC II.
- [F4]The stock options under this award were fully vested prior to the closing of the Merger.
- [F5]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 became fully vested as of the closing of the Merger.
- [F6]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.