Ditkoff Charles J. 4
4 · Healthcare Merger Corp. · Filed Dec 19, 2019
Insider Transaction Report
Form 4
Ditkoff Charles J.
DirectorChief Executive Officer10% Owner
Transactions
- Purchase
Class A Common Stock
2019-12-17$10.00/sh+700,000$7,000,000→ 700,000 total(indirect: See Footnote) - Other
Class B Common Stock
2019-12-17−75,000→ 6,250,000 total(indirect: See Footnote)→ Class A Common Stock (75,000 underlying)
Footnotes (4)
- [F1]These shares are underlying units (each unit consisting of one share of Class A common stock and one-half of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) held by HCMC Sponsor LLC (the "Sponsor"), acquired pursuant to a unit subscription agreement by and between the Sponsor and the issuer. Does not include 6,250,000 shares of Class B common stock, which shares 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.
- [F2]Charles J. Ditkoff is the President and a director of the issuer. He is also a managing member of the Sponsor and has voting and investment discretion with respect to the securities held by the Sponsor. As such, he may be deemed to share beneficial ownership of the securities held directly by the Sponsor. Mr. Ditkoff disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
- [F3]As described in the issuer's registration statement on Form S-1 (File No. 333-235253) under the heading "Description of Securities--Founder Shares and Placement 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 and has no expiration date.
- [F4]As contemplated in connection with the initial public offering of the issuer, 75,000 shares of Class B common stock of the issuer were returned by the Sponsor to the issuer for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.