Kreger James 4
4 · CRH Medical Corp · Filed Apr 27, 2021
Insider Transaction Report
Form 4
CRH Medical CorpCRHM
Kreger James
President
Transactions
- Disposition to Issuer
Restricted Share Units
2021-04-22−50,000→ 0 total→ Common Shares (50,000 underlying) - Disposition to Issuer
Restricted Share Units
2021-04-22−12,500→ 0 total→ Common Shares (12,500 underlying) - Disposition to Issuer
Restricted Share Units
2021-04-22$4.00/sh−20,000$80,000→ 0 totalExp: 2020-12-28→ Common Shares (20,000 underlying) - Disposition to Issuer
Restricted Share Units
2021-04-22−34,000→ 0 total→ Common Shares (34,000 underlying) - Disposition to Issuer
Restricted Share Units
2021-04-22−30,000→ 0 total→ Common Shares (30,000 underlying) - Disposition to Issuer
Common Shares
2021-04-22$4.00/sh−76,088$304,352→ 0 total - Disposition to Issuer
Restricted Share Units
2021-04-22$4.00/sh−250,000$1,000,000→ 0 totalExp: 2026-07-11→ Common Shares (250,000 underlying)
Footnotes (7)
- [F1]Pursuant to the Arrangement Agreement, dated as of February 6, 2021 (as amended, the "Arrangement Agreement"), by and among CRH Medical Corporation ("CRH"), WELL Health Technologies Corp. ("WELL"), WELL Health Acquisition Corp., a wholly owned subsidiary of WELL, and 1286392 B.C. Ltd, a wholly owned subsidiary of WELL, at 4:30 p.m. Eastern Time (the "Effective Time") on April 22, 2021 each common share of CRH (each, a "CRH share") issued and outstanding immediately before the Effective Time was transferred to a subsidiary of WELL, and the holders thereof became entitled to receive US$4.00 in cash, without interest and less any applicable withholding taxes (the "Share Consideration"), for each CRH share then held.
- [F2]Each CRH RSU represented a contingent right to receive one CRH share.
- [F3]All options to acquire CRH shares ("CRH options") and share units with respect to CRH shares ("CRH RSUs") outstanding immediately prior to the Effective Time were exchanged for either a cash payment equal to Share Consideration (less the applicable exercise price in respect of CRH options) or replacement options or restricted stock units with respect to WELL common shares, in accordance with the terms of the Arrangement Agreement and the plan of arrangement subject to the same vesting schedule as applied to the CRH RSUs.
- [F4]By their terms, the CRH RSUs were scheduled to vest 50% on the second year anniversary of the grant date of December 7, 2017, 25% on the third year anniversary and the final 25% on the expiration date of December 7, 2021.
- [F5]By their terms, the CRH RSUs were scheduled to vest 25% on each of the first four annual anniversaries of the grant date of December 14, 2020.
- [F6]By their terms, the CRH RSUs were scheduled to vest 50% on the second annual anniversary of the grant date of June 30, 2019 and then 25% on each of the third and fourth anniversaries of the grant date.
- [F7]By their terms, the CRH RSUs were scheduled to vest 50% on the second year anniversary of the grant date of December 23, 2019, 25% on the third year anniversary of the grant date and the final 25% on the expiration date of December 23, 2029.