4//SEC Filing
DZIALGA MARK F 4
Accession 0001209191-11-054614
CIK 0001444598other
Filed
Nov 3, 8:00 PM ET
Accepted
Nov 4, 9:50 PM ET
Size
8.9 KB
Accession
0001209191-11-054614
Insider Transaction Report
Form 4
DZIALGA MARK F
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2011-11-02$3.50/sh−40,000$140,000→ 0 totalExercise: $15.50Exp: 2019-08-11→ Class A common stock (40,000 underlying) - Other
Class A common stock
2011-11-02$19.00/sh−49,121,313$933,304,947→ 0 total(indirect: See Footnote)
Footnotes (5)
- [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.
- [F2]The securities reported were held among General Atlantic Partners 83, L.P. ("GAP 83"), GAP-W, LLC ("GAP-W"), GAP Coinvestments III, LLC ("GAPCO III"), GAP Coinvestments IV, LLC ("GAPCO IV"), GAP Coinvestments CDA, L.P. ("GAPCO CDA"), General Atlantic Partners 84, L.P. ("GAP 84") and GapStar LLC ("GAPSTAR"). General Atlantic LLC ("General Atlantic") is the general partner of General Atlantic GenPar L.P. ("GA GenPar"), which is the general partner of GAP 83 and GAP 84 and the manager of GAP-W. General Atlantic is also the general partner of GAPCO CDA. The managing members of GAPCO III and GAPCO IV, are managing directors of General Atlantic. GAPCO Management GmbH ("GmbH Management") is the general partner of GAPCO GmbH & Co. KG ("KG"). Certain managing directors of General Atlantic make voting and investment decisions with respect to the securities held by KG and GmbH Management. (continued in Footnote 3)
- [F3]Mr. Dzialga is a managing director of General Atlantic and GmbH Management and a managing member of GAPCO III and GAPCO IV. Mr. Dzialga disclaims ownership of such shares except to the extent of his pecuniary interest therein.
- [F4]Cancelled in 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.
- [F5]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.
Documents
Issuer
Emdeon Inc.
CIK 0001444598
Entity typeother
Related Parties
1- filerCIK 0001193341
Filing Metadata
- Form type
- 4
- Filed
- Nov 3, 8:00 PM ET
- Accepted
- Nov 4, 9:50 PM ET
- Size
- 8.9 KB