Welc Mary Pat 4
4 · REHABCARE GROUP INC · Filed Jun 1, 2011
Insider Transaction Report
Form 4
Welc Mary Pat
Sr. VP
Transactions
- Disposition to Issuer
Common Stock
2011-06-01−16,470→ 0 total - Disposition to Issuer
Stock Option
2011-06-01−5,000→ 0 totalExercise: $40.00From: 2005-08-29Exp: 2011-08-29→ Common Stock (5,000 underlying)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, by and among Kindred Healthcare, Inc., Kindred Healthcare Development, Inc., and RehabCare Group, Inc., dated as of February 7, 2011 (as amended, the "Merger Agreement"), at the effective time of the merger each share of common stock was cancelled and converted automatically into the right to receive $26.00 in cash and 0.471 shares of Kindred Healthcare, Inc. common stock. Pursuant to the Merger Agreement, each restricted share of common stock held by the Reporting Person vested and became free of any restrictions, and was cancelled and converted into the right to receive $26.00 in cash and 0.471 shares of Kindred Healthcare, Inc. common stock.
- [F2]The options vested 25% per year for four years.
- [F3]Pursuant to the Merger Agreement, each stock option outstanding immediately prior to the effective time of the merger were canceled in exchange for the right to receive an amount in cash equal to the product of (1) the number of shares of RehabCare common stock subject to the option and (2) the excess, if any, of (a) the sum of (i) 0.471 multiplied by the volume-weighted average price of the Kindred Healthcare, Inc. common stock as reported by the NYSE for the five trading days prior to the closing of the merger and (ii) $26.00, over (b) the exercise price per share of the stock option.