4//SEC Filing
SIN DAVID 4
Accession 0001140361-21-028218
CIK 0001764301other
Filed
Aug 12, 8:00 PM ET
Accepted
Aug 13, 12:20 PM ET
Size
12.7 KB
Accession
0001140361-21-028218
Insider Transaction Report
Form 4
SC Health CorpSCPE
SIN DAVID
Director10% Owner
Transactions
- Conversion
Class B Ordinary Shares
2021-08-11−5,487,500→ 0 total(indirect: See footnote)→ Ordinary Shares (5,487,500 underlying) - Other
Warrants to purchase Ordinary Shares
2021-08-11$1.00/sh−5,450,000$5,450,000→ 0 total(indirect: See footnote)Exercise: $11.50→ Ordinary Shares (5,450,000 underlying) - Conversion
Ordinary Shares
2021-08-11+5,487,500→ 5,487,500 total(indirect: See footnote)
SC Health Holdings Ltd
10% Owner
Transactions
- Conversion
Ordinary Shares
2021-08-11+5,487,500→ 5,487,500 total(indirect: See footnote) - Conversion
Class B Ordinary Shares
2021-08-11−5,487,500→ 0 total(indirect: See footnote)→ Ordinary Shares (5,487,500 underlying) - Other
Warrants to purchase Ordinary Shares
2021-08-11$1.00/sh−5,450,000$5,450,000→ 0 total(indirect: See footnote)Exercise: $11.50→ Ordinary Shares (5,450,000 underlying)
Footnotes (4)
- [F1]In connection with the completion of the Issuer's initial business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated March 19, 2021, by and among the Issuer, Rockley Photonics Limited ("Rockley"), Rockley Photonics Holdings Limited ("HoldCo") and Rockley Mergersub Limited ("Merger Sub"), the Class B Ordinary Shares automatically converted into Class A Ordinary Shares on a one-for-one basis for no additional consideration. As part of the Business Combination, the Issuer became a direct wholly-owned subsidiary of HoldCo, and the shares in the Issuer were exchanged for shares in HoldCo on August 11, 2021.
- [F2]. The securities are held directly by SC Health Holdings Limited (the "Sponsor"), which is wholly owned by SC Health Group Limited. Each of SC Health Group Limited and the Reporting Person may be deemed to beneficially own the shares held by the Sponsor by virtue of their direct and indirect ownership, respectively, of the shares of the Sponsor. Each of SC Health Group Limited and the Reporting Person disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F3]Pursuant to the Private Placement Warrant Purchase Agreement, effective as of July 11, 2019, by and between SC Health Corporation and the Sponsor, the Sponsor purchased an aggregate of 5,450,000 warrants to purchase Class A Ordinary Shares, each warrant entitling the Sponsor, upon exercise, to purchase one Class A Ordinary Share (the "Private Placement Warrants") for a price of $1.00 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants become exercisable beginning September 10, 2021 for one Ordinary Share of HoldCo at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.
- [F4]Represents private placement warrants purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of HoldCo in connection with the Business Combination.
Documents
Issuer
SC Health Corp
CIK 0001764301
Entity typeother
Related Parties
1- filerCIK 0001778403
Filing Metadata
- Form type
- 4
- Filed
- Aug 12, 8:00 PM ET
- Accepted
- Aug 13, 12:20 PM ET
- Size
- 12.7 KB