Thorpe Allen R 4
4 · Emdeon Inc. · Filed Aug 13, 2009
Insider Transaction Report
Form 4
Thorpe Allen R
Director
Transactions
- Award
Stock Option (right to buy)
2009-08-11+40,000→ 0 totalExercise: $15.50Exp: 2019-08-11→ Class A Common Stock, par value $0.00001 per share (40,000 underlying)
Footnotes (3)
- [F1]Represents stock options granted by Emdeon Inc. to Mr. Thorpe as part of a grant of stock options to non-employee directors in connection with the initial public offering of Emdeon Inc. The options will vest in equal annual installments over four years from the date of grant based upon Mr. Thorpe's continued membership on the board of directors of Emdeon Inc., and will be subject to accelerated vesting in connection with a change in control if Mr. Thorpe either (i) remains on the board through the first year following the change in control or (ii) is involuntarily removed from, or not nominated for re-election to, the board other than for cause during that year.
- [F2]The stock options are held by Mr. Thorpe for the benefit of HFCP VI Domestic AIV, L.P. and H&F Harrington AIV II, L.P (collectively, the "HF Entities"). Hellman & Friedman Investors VI, L.P. is the sole general partner of each of the HF Entities. Hellman & Friedman LLC is the sole general partner of Hellman & Friedman Investors VI, L.P. Mr. Thorpe is a managing director of Hellman & Friedman LLC.
- [F3]A five-member investment committee of Hellman & Friedman LLC has power to vote or to direct the vote of, and to dispose or to direct the disposition of, the securities that are beneficially owned by the HF Entities. Mr. Thorpe is not a member of the investment committee. Mr. Thorpe disclaims beneficial ownership of the securities beneficially owned by the HF Entities, except to the extent of his pecuniary interest therein, if any.