Amplitude Healthcare Holdings LLC 3
3 · Amplitude Healthcare Acquisition Corp · Filed Nov 19, 2019
Insider Transaction Report
Form 3
Amplitude Healthcare Holdings LLC
10% Owner
Holdings
Class B Common Stock
→ Class A Common Stock (2,875,000 underlying)
Footnotes (4)
- [F1]As described in the issuer's registration statement on Form S-1 (File No. 333-234324) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
- [F2]These shares represent Class B common stock held by Amplitude Healthcare Holdings LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up to 375,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's registration statement.
- [F3]Metalmark Amplitude Healthcare Holdings LLC and Avego Healthcare Capital, LLC are the managing members of the Sponsor and have voting and investment discretion with respect to the securities held by the Sponsor. Each of Howard Hoffen, the Chairman of the issuer, and Kenneth Clifford, the Chief Financial Officer of the issuer, is a partner of Metalmark Capital II LLC ("Metalmark"), which is the sole member Metalmark Capital Holdings LLC. The partners of Metalmark indirectly control Metalmark Capital Holdings LLC, which is the general partner of Metalmark Capital Partners III GP, L.P., the sole member of Metalmark Amplitude Healthcare Holdings LLC. Bala Venkataraman, the Chief Executive Officer and a director of the issuer, is the manager of Avego Healthcare Capital, LLC.
- [F4]As a result of the ownership described in footnote 3, each of Mr. Hoffen, Mr. Clifford and Mr. Venkataraman may be deemed to share beneficial ownership of the shares of Class B common stock held directly by the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.