4//SEC Filing
Rideout Jeffrey A 4
Accession 0001104659-21-045681
CIK 0001196501other
Filed
Mar 31, 8:00 PM ET
Accepted
Apr 1, 5:12 PM ET
Size
10.5 KB
Accession
0001104659-21-045681
Insider Transaction Report
Form 4
Rideout Jeffrey A
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2021-04-01−3,183→ 0 totalExercise: $38.60Exp: 2029-08-08→ Common Stock (3,183 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2021-04-01−4,384→ 0 totalExercise: $30.71Exp: 2030-05-27→ Common Stock (4,384 underlying) - Disposition to Issuer
Common Stock
2021-04-01−7,566→ 0 total
Footnotes (3)
- [F1]On April 1, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of December 20, 2020 (the "Merger Agreement"), by and among the Issuer, Gainwell Acquisition Corp. ("Gainwell"), Mustang Merger Sub, Inc. ("Merger Sub") and Gainwell Intermediate Holding Corp., Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of IRC (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each share of common stock of the Issuer was cancelled and converted into the right to receive $37.00 per share in cash (the "Per Share Merger Consideration"). In addition, each unvested restricted stock unit automatically vested and was converted in the right to receive the Per Share Merger Consideration.
- [F2]Pursuant to the procedures set forth in the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock with a per share exercise price that is less than the Per Share Merger Consideration that is outstanding and unexercised, was cancelled and converted into the right to receive a cash payment equal to the product of (x) the Per Share Merger Consideration, net of the applicable per share exercise price and (y) the aggregate number of shares of Common Stock subject to the option, less applicable withholding taxes or other amounts required by law.
- [F3]Pursuant to the procedures set forth in the Merger Agreement, immediately prior to the Effective Time, each option to purchase shares of Common Stock with a per share exercise price that is equal or greater than the Per Share Merger Consideration, whether vested or unvested, was cancelled for no consideration.
Documents
Issuer
HMS HOLDINGS CORP
CIK 0001196501
Entity typeother
Related Parties
1- filerCIK 0001672766
Filing Metadata
- Form type
- 4
- Filed
- Mar 31, 8:00 PM ET
- Accepted
- Apr 1, 5:12 PM ET
- Size
- 10.5 KB