4//SEC Filing
Gaenzle Christopher L 4
Accession 0001104659-21-088376
CIK 0001613859other
Filed
Jun 30, 8:00 PM ET
Accepted
Jul 1, 6:29 PM ET
Size
18.6 KB
Accession
0001104659-21-088376
Insider Transaction Report
Form 4
Gaenzle Christopher L
EVP, Chief Admin Officer & GC
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2021-07-01−16,666→ 0 totalExercise: $95.94Exp: 2029-08-13→ Common Stock (16,666 underlying) - Disposition to Issuer
Common Stock
2021-07-01−34,500→ 0 total - Disposition to Issuer
Restricted Stock Unit
2021-07-01−14,008→ 0 total→ Common Stock (14,008 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2021-07-01−37,500→ 0 totalExercise: $101.42Exp: 2028-08-10→ Common Stock (37,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2021-07-01−17,114→ 0 totalExercise: $103.30Exp: 2030-06-01→ Common Stock (17,114 underlying) - Disposition to Issuer
Restricted Stock Unit
2021-07-01−5,647→ 0 total→ Common Stock (5,647 underlying)
Footnotes (9)
- [F1]Pursuant to the Agreement and Plan of Merger (as it may be amended from time to time) (the "Merger Agreement"), dated as of February 24, 2021, by and among the Issuer, ICON plc ("ICON"), ICON US Holdings Inc. ("US HoldCo") and Indigo Merger Sub, Inc., each share of the Issuer's common stock was converted into the right to receive from ICON, 0.4125 of one ordinary share of ICON, and, from US HoldCo, $80.00 in cash, without any interest thereon (collectively, the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, each award of restricted stock of the Issuer that is outstanding immediately prior to the effective time of the merger was converted into the right to receive the Merger Consideration.
- [F3]The option vests in four equal annual installments of 18,750 beginning on August 10, 2019.
- [F4]The option vests in three equal annual installments of 8,334 beginning on August 13, 2020.
- [F5]The option vests in three equal annual installments of 8,556 beginning on June 1, 2021.
- [F6]Pursuant to the Merger Agreement, each outstanding stock option of the Issuer, whether vested or unvested, as of immediately prior to the effective time of the merger was, at the effective time of the merger, converted into an option to purchase a number of ordinary shares of ICON equal to the product of (i) the number of shares of the Issuer's common stock subject to such Issuer stock option and (ii) 0.788496037 (the "Parent Equity Conversion Ratio") (rounded down to the nearest whole ordinary share of ICON), with an exercise price equal to the quotient of (x) the exercise price of such Issuer stock option and (y) the Parent Equity Conversion Ratio (rounded up to the nearest whole cent), subject to the same terms and conditions (including vesting conditions) applicable to such Issuer stock option.
- [F7]Pursuant to the Merger Agreement, each outstanding award of restricted stock units of the Issuer as of immediately prior to the effective time of the merger was, at the effective time of the merger, converted into a number of restricted stock units of ICON equal to the product of (i) the number of restricted stock units of the Issuer and (ii) the Parent Equity Conversion Ratio, rounded down to the nearest whole ordinary share of ICON, subject to the same terms and conditions (including vesting conditions) applicable to such Issuer restricted stock units.
- [F8]Restricted stock units convert into the Issuer's common stock on a one-for one basis in an amount equal to one-third of the total amount per year on each anniversary of June 1, 2020, the grant date, subject to the holder's continued service through each vesting date.
- [F9]Restricted stock units convert into the Issuer's common stock on a one-for-one basis in an amount equal to one-third of the total amount per year on each anniversary of June 1, 2021, the grant date, subject to the holder's continued service through each vesting date.
Documents
Issuer
PRA Health Sciences, Inc.
CIK 0001613859
Entity typeother
Related Parties
1- filerCIK 0001624044
Filing Metadata
- Form type
- 4
- Filed
- Jun 30, 8:00 PM ET
- Accepted
- Jul 1, 6:29 PM ET
- Size
- 18.6 KB