4//SEC Filing
REED W EARL III 4
Accession 0001179110-18-005325
CIK 0000799231other
Filed
Apr 2, 8:00 PM ET
Accepted
Apr 3, 6:40 PM ET
Size
10.2 KB
Accession
0001179110-18-005325
Insider Transaction Report
Form 4
REED W EARL III
Director
Transactions
- Disposition to Issuer
Common Stock
2018-04-01−30,435→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2018-04-01−114,978→ 0 total - Disposition to Issuer
Non-Employee Director Stock Option (Right to Buy)
2018-04-01−3,000→ 0 totalExercise: $33.27From: 2010-05-15Exp: 2019-02-08→ Common Stock (3,000 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of November 15, 2017 (the "Merger Agreement"), by and among the Issuer, LHC Group, Inc. ("LHC Group"), and Hammer Merger Sub, Inc., a wholly owned subsidiary of LHC Group ("Merger Sub"), each share of the Issuer's common stock was converted to 0.9150 shares of LHC Group common stock, with any fractional shares being paid out in cash. The shares of common stock of LHC Group had a market value of $61.56 per share as of the close of trading on NASDAQ on March 29, 2018, the last trading day immediately preceding April 1, 2018, the effective date of the merger.
- [F2]Pursuant to the Merger Agreement, each option to purchase shares of the Issuer's common stock, whether vested or unvested, that was outstanding immediately prior to the effective time of the merger was converted into an option to purchase, on the same terms and conditions as were applicable under the Issuer stock option immediately prior to the effective time of the merger, a number of shares of LHC Group common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the total number of shares of Issuer common stock subject to the Issuer option by (y) 0.9150, at a per share exercise price, rounded up to the nearest whole cent, equal to the quotient obtained by dividing (i) the per share exercise price for each share of Issuer common stock subject to the Issuer option by (ii) 0.9150.
- [F3]The reporting person's spouse is the sole trustee of the W. Earl Reed, III Gift Trust which is for the benefit of the reporting person's adult children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
ALMOST FAMILY INC
CIK 0000799231
Entity typeother
Related Parties
1- filerCIK 0001264711
Filing Metadata
- Form type
- 4
- Filed
- Apr 2, 8:00 PM ET
- Accepted
- Apr 3, 6:40 PM ET
- Size
- 10.2 KB