4//SEC Filing
Mirra Raymond A Jr 4
Accession 0001209191-09-039478
CIK 0000847935other
Filed
Aug 5, 8:00 PM ET
Accepted
Aug 6, 5:44 PM ET
Size
18.2 KB
Accession
0001209191-09-039478
Insider Transaction Report
Form 4
Parallex LLC
10% Owner
Transactions
- Conversion
COMMON STOCK
2008-06-24+7,656→ 11,686 total(indirect: See footnote) - Conversion
COMMON STOCK
2008-06-24+4,042,810→ 6,170,999 total - Other
COMMON STOCK
2009-06-23$8.00/sh+1,732,500$13,860,000→ 7,903,499 total - Other
COMMON STOCK
2009-06-23$8.00/sh+3,281$26,248→ 14,967 total(indirect: See footnote) - Conversion
Series A-1 Convertible Preferred Stock
2008-06-24−7,656→ 0 total(indirect: See footnote)→ Common Stock (7,656 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2008-06-24−4,042,810→ 0 total→ Common Stock (4,042,810 underlying)
Mirra Raymond A Jr
10% Owner
Transactions
- Conversion
Series A-1 Convertible Preferred Stock
2008-06-24−4,042,810→ 0 total→ Common Stock (4,042,810 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2008-06-24−7,656→ 0 total(indirect: See footnote)→ Common Stock (7,656 underlying) - Conversion
COMMON STOCK
2008-06-24+7,656→ 11,686 total(indirect: See footnote) - Other
COMMON STOCK
2009-06-23$8.00/sh+3,281$26,248→ 14,967 total(indirect: See footnote) - Conversion
COMMON STOCK
2008-06-24+4,042,810→ 6,170,999 total - Other
COMMON STOCK
2009-06-23$8.00/sh+1,732,500$13,860,000→ 7,903,499 total
Footnotes (5)
- [F1]On June 24, 2008, the issuer's stockholders approved the conversion of the issuer's Series A-1 Convertible Preferred Stock into common stock of the issuer. Upon such approval, the Series A-1 Convertible Preferred Stock automatically converted into shares of common stock on a 1-to-1 basis. As a result, 4,042,810 shares of the issuer's Series A-1 Convertible Preferred Stock held by Parallex LLC converted into 4,042,810 shares of common stock on June 24, 2008, and 7,656 shares of the issuer's Series A-1 Convertible Preferred Stock held by Shauna Mirra, as custodian for Devinne Peterson, converted into 7,656 shares of common stock on June 24, 2008.
- [F2]On June 23, 2009, Parallex LLC and Shauna Mirra, as custodian for Devinne Peterson, a minor, became entitled to receive 1,732,500 and 3,281 shares, respectively, of the issuer's common stock pursuant to an "earn-out" provision in a merger agreement under which the issuer acquired all of the outstanding common stock of Biomed America, Inc. on April 4, 2008. The merger agreement provided that the stockholders of Biomed would receive additional shares of the issuer's common stock, for no additional consideration, if Biomed's earnings before interest, taxes, depreciation and amortization (EBITDA) exceeded $14,750,000 for the twelve months ended April 30, 2009. Biomed's EBITDA for the period exceeded $14,750,000, as a result of which Biomed's former stockholders, including Parallex LLC and Ms. Mirra, as custodian for Ms. Peterson, acquired additional shares of the issuer's common stock pursuant to the merger agreement.
- [F3]The number of shares issuable pursuant to the earn-out right was determined on June 23, 2009, pursuant to a formula set forth in the merger agreement, which provided that, for the purpose of determining the number of earn-out shares issuable, the issuer's common stock would be valued at $8 per share in the event the most recent 10-day average of the closing price of the issuer's common stock was less than $8. The right of Parallex LLC and Ms. Mirra, as custodian for Ms. Peterson, to receive additional shares became fixed and irrevocable on April 4, 2008, the effective date of the merger.
- [F4]Raymond A. Mirra, Jr. is the sole owner and the manager of Parallex LLC. This report shall not be deemed an admission that Mr. Mirra is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
- [F5]These shares are held by Shauna Mirra as custodian for Devinne Peterson, a minor. Shauna Mirra is the spouse of Raymond A. Mirra, Jr. Parallex LLC and Mr. Mirra disclaim beneficial ownership of these shares.
Documents
Issuer
ALLION HEALTHCARE INC
CIK 0000847935
Entity typeother
Related Parties
1- filerCIK 0001432173
Filing Metadata
- Form type
- 4
- Filed
- Aug 5, 8:00 PM ET
- Accepted
- Aug 6, 5:44 PM ET
- Size
- 18.2 KB