NEWPORT BOB A JR 4

Accession 0001209191-11-054609

CIK 0001444598other

View on SEC.gov Company Profile

Filed

Nov 3, 8:00 PM ET

Accepted

Nov 4, 9:20 PM ET

Size

25.3 KB

Accession

0001209191-11-054609

Insider Transaction Report

Form 4

Period: 2011-11-02

Emdeon Inc.EM

NEWPORT BOB A JR

Chief Financial Officer

Transactions

Disposition to Issuer
Restricted Stock Units
2011-11-02$19.00/sh−9,375$178,125→ 0 total
→ Class A common stock (9,375 underlying)
Disposition to Issuer
Restricted Stock Units
2011-11-02$19.00/sh−12,000$228,000→ 0 total
→ Class A common stock (12,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-11-02$3.50/sh−53,305.57$186,569→ 0 total
Exercise: $15.50Exp: 2019-08-11→ Class A common stock (53,305.57 underlying)
Other
Stock Option (right to buy)
2011-11-02−98,571.43→ 0 total
Exercise: $15.50Exp: 2019-08-11→ Class A common stock (98,571.43 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-11-02$3.50/sh−29,700$103,950→ 0 total
Exercise: $15.50Exp: 2019-08-11→ Class A common stock (29,700 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-11-02$2.49/sh−52,800$131,472→ 0 total
Exercise: $16.51Exp: 2020-03-11→ Class A common stock (52,800 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-11-02$3.58/sh−60,000$214,800→ 0 total
Exercise: $15.42Exp: 2021-03-01→ Class A common stock (60,000 underlying)
Other
Limited Liability Co. Interests (Units)
2011-11-02$19.00/sh−154,997$2,944,943→ 0 total
→ Class A common stock (154,997 underlying)
Disposition to Issuer
Class A common stock
2011-11-02$19.00/sh−2,171$41,249→ 0 total

Footnotes (13)

[F1]Disposed of pursuant to the merger agreement dated August 3, 2011 by and among the issuer, Beagle Parent Corp. ("Parent") and Beagle Acquisition Corp. ("Merger Sub") providing for the merger of Merger Sub with and into the issuer effective as of November 2, 2011 (the "Merger") pursuant to which the shares were cancelled in exchange for a cash payment equal to $19.00 per share.
[F10]The stock options were scheduled to vest in equal annual installments over four years from the March 1, 2011 grant date. Vesting was accelerated in connection with the Merger.
[F11]In accordance with the terms of EBS Master LLC's ("EBS Master") operating agreement, each vested Unit of EBS Master (an "EBS Unit") (along with a corresponding share of the issuer's Class B common stock) was exchangeable at any time for one share of the issuer's Class A common stock, or at the election of EBS Master, cash equal to the fair market value of the EBS Unit. The EBS Units did not expire and the reporting person was not required to pay an exercise price in connection with exchanges. The corresponding shares of Class B common stock provided the holder with one vote on all matters submitted to a vote of the issuer's stockholders but did not entitle the holder to any of the economic rights associated with shares of the issuer's Class A common stock.
[F12]Sold to EBS Holdco I, LLC, a wholly-owned subsidiary of the issuer, in connection with the Merger in exchange for a cash payment of $19.00 per EBS Unit. In connection with the Merger, each share of Class B common stock corresponding to a vested EBS Unit was cancelled for no consideration.
[F13]Of the EBS Units (which were originally granted with corresponding shares of Class B common stock), 30,000 were vested as of the August 11, 2009 grant date, 103,124 were subject to vesting in equal annual installments on November 15, 2009, November 15, 2010 and November 15, 2011 and 21,873 were subject to vesting in equal installments on May 26, 2010, May 26, 2011, May 26, 2012 and May 26, 2013. Vesting was accelerated in connection with the Merger.
[F2]Each restricted stock unit represented a contingent right to receive one share of Class A common stock.
[F3]The restricted stock units were scheduled to vest in equal annual installments of 3,125 shares each on the second, third and fourth anniversaries of the March 11, 2010 grant date. Vesting was accelerated in connection with the Merger and each restricted stock unit was cancelled in exchange for a cash payment of $19.00.
[F4]The restricted stock units were scheduled to vest in equal annual installments on the first four anniversaries of the March 1, 2011 grant date. Vesting was accelerated in connection with the Merger and each restricted stock unit was cancelled in exchange for a cash payment of $19.00.
[F5]The stock options were cancelled pursuant to the Merger in exchange for a cash payment equal to the difference between the exercise price of the stock options and $19.00, multiplied by the number of shares subject to the stock options.
[F6]The stock options were scheduled to vest in equal annual installments over three years from the August 11, 2009 grant date. Vesting was accelerated in connection with the Merger.
[F7]The stock options were assumed by Parent in the Merger and replaced with options to acquire a number of shares of common stock of Parent at an exercise price that preserves the aggregate "spread" value of the exchanged options (the difference between the exercise price of the stock options and $19.00).
[F8]The stock options were scheduled to vest in equal annual installments over four years from the August 11, 2009 grant date. Vesting was accelerated in connection with the Merger.
[F9]The stock options were scheduled to vest in equal annual installments over four years from the March 11, 2010 grant date. Vesting was accelerated in connection with the Merger.

Documents

1 file

4
c24312_4x0.xmlPrimary
MAIN DOCUMENT DESCRIPTION

Issuer

Emdeon Inc.

CIK 0001444598

→

Entity typeother

Related Parties

filerCIK 0001467791

Filing Metadata

Form type: 4
Filed: Nov 3, 8:00 PM ET
Accepted: Nov 4, 9:20 PM ET
Size: 25.3 KB

View on SEC.gov