GRIFFIN BRIAN T 4

Accession 0001104659-20-013506

CIK 0001610092other

Filed

Feb 9, 7:00 PM ET

Accepted

Feb 10, 4:16 PM ET

Size

20.9 KB

Accession

0001104659-20-013506

Form 4

Period: 2020-02-10

DirectorChairman and CEO

Transactions

Disposition to Issuer
Common Stock
2020-02-10−22,478→ 1,281,327 total(indirect: By Trust)
Disposition to Issuer
Common Stock
2020-02-10$4.00/sh−583,580$2,334,320→ 204,457 total(indirect: By Trust)
Disposition to Issuer
Common Stock
2020-02-10$4.00/sh−204,457$817,828→ 0 total(indirect: By Trust)
Disposition from Tender
Common Stock
2020-02-10$4.00/sh−11,238$44,952→ 0 total
Disposition from Tender
Common Stock
2020-02-10$4.00/sh−124,875$499,500→ 1,303,805 total(indirect: By Trust)
Disposition to Issuer
Employee Stock Option to Acquire Common Stock
2020-02-10−81,351→ 0 total(indirect: By Trust)
Exercise: $1705.75Exp: 2028-06-04→ Common Stock (81,351 underlying)
Disposition to Issuer
Employee Stock Option to Acquire Common Stock
2020-02-10−290,198→ 0 total(indirect: By Trust)
Exercise: $337.78Exp: 2029-06-04→ Common Stock (290,198 underlying)
Disposition to Issuer
Common Stock
2020-02-10−84,375→ 1,196,952 total(indirect: By Trust)
Disposition to Issuer
Common Stock
2020-02-10−408,915→ 788,037 total(indirect: By Trust)

Footnotes (6)

[F1]Represents shares tendered to the Denali Merger Sub, Inc. ("Purchaser") in connection with the closing on February 10, 2020 of a cash tender offer by Purchaser to acquire common stock of Issuer in exchange for $4.00 per share in cash, subject to any required withholding of taxes, without interest.
[F2]These shares are held by the Brian T. Griffin 2019 Grantor Retained Annuity Trust No. II.
[F3]Pursuant to an Agreement and Plan of Merger, dated December 9, 2019 (the "Merger Agreement"), by and among UnitedHealth Group Incorporated, a Delaware corporation ("Parent"), Purchaser, a Michigan corporation and a wholly owned subsidiary of Parent and Diplomat Pharmacy, Inc., a Michigan corporation (the "Issuer"), certain outstanding restricted stock unit awards held by reporting person were converted into equity awards of the Parent pursuant to the closing on February 10, 2020 of the merger of Purchaser with and into the Issuer. These shares remain subject to time-based vesting requirements.
[F4]Pursuant to the Merger Agreement, certain vested restricted stock unit awards held by reporting person were disposed of pursuant to the closing on February 10, 2020 of the Tender Offer.
[F5]One-third of the options vest on each of the first, second and third anniversary of the grant date (June 4, 2018).
[F6]One-third of the options vest on each of the first, second and third anniversary of the grant date (June 4, 2019).

Documents

1 file

Diplomat Pharmacy, Inc.

CIK 0001610092

Entity typeother