Heather Mike 4
4 · PROSPECT MEDICAL HOLDINGS INC · Filed Dec 16, 2010
Insider Transaction Report
Form 4
LEE SAMUEL SANG-BUM
Director10% Owner
Transactions
- Disposition to Issuer
Option (right to buy)
2010-12-15$3.66/sh−4,132$15,123→ 0 totalExercise: $4.84Exp: 2014-12-18→ Common Stock (4,132 underlying) - Disposition to Issuer
Option (right to buy)
2010-12-15$6.10/sh−1,842,616$11,239,958→ 0 totalExercise: $2.40Exp: 2013-08-20→ Common Stock (1,842,616 underlying) - Disposition to Issuer
Option (right to buy)
2010-12-15$6.10/sh−86,366$526,833→ 0 total(indirect: By Trust)Exercise: $2.40Exp: 2013-08-20→ Common Stock (86,366 underlying) - Disposition to Issuer
Common Stock
2010-12-15$8.50/sh−47,618$404,753→ 0 total - Disposition to Issuer
Option (right to buy)
2010-12-15$4.10/sh−215,868$885,059→ 0 totalExercise: $4.40Exp: 2014-12-18→ Common Stock (215,868 underlying) - Disposition to Issuer
Option (right to buy)
2010-12-15$4.10/sh−200,000$820,000→ 0 totalExercise: $4.40Exp: 2014-12-18→ Common Stock (200,000 underlying) - Exercise/Conversion
Common Stock
2010-12-14$2.64/sh+113,634$299,994→ 4,948,222 total(indirect: By Trust) - Exercise/Conversion
Common Stock
2010-12-14$5.20/sh+9,500$49,400→ 309,500 total - Disposition to Issuer
Common Stock
2010-12-15−3,314,059→ 1,775,615 total - Disposition to Issuer
Common Stock
2010-12-15$8.50/sh−197,669$1,680,187→ 0 total - Exercise/Conversion
Option (right to buy)
2010-12-14−9,500→ 0 totalExercise: $5.20Exp: 2012-05-30→ Common Stock (9,500 underlying) - Exercise/Conversion
Common Stock
2010-12-14$2.64/sh+113,634$299,994→ 5,089,674 total - Disposition to Issuer
Common Stock
2010-12-15−2,454,118→ 2,494,104 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2010-12-15−261,882→ 47,618 total - Disposition to Issuer
Common Stock
2010-12-15−197,765→ 197,669 total - Disposition to Issuer
Common Stock
2010-12-15$8.50/sh−1,775,615$15,092,728→ 0 total - Disposition to Issuer
Common Stock
2010-12-15$8.50/sh−2,494,104$21,199,884→ 0 total(indirect: By Trust) - Exercise/Conversion
Option (right to buy)
2010-12-14−113,634→ 0 totalExercise: $2.64Exp: 2013-08-20→ Common Stock (113,634 underlying) - Exercise/Conversion
Option (right to buy)
2010-12-14−113,634→ 0 total(indirect: By Trust)Exercise: $2.64Exp: 2013-08-20→ Common Stock (113,634 underlying) - Disposition to Issuer
Option (right to buy)
2010-12-15$3.50/sh−300,000$1,050,000→ 0 totalExercise: $5.00→ Common Stock (300,000 underlying)
Footnotes (12)
- [F1]This Form 4 is filed jointly by the following persons (collectively, "Reporting Persons"): Samuel S. Lee, David R. Topper, Alexa Topper, Mike Heather, CFO of issuer, and Dr. Jeereddi Prasad, a director of issuer. Because the Reporting Persons were party to that certain contribution and subscription agreement, dated August 16, 2010, and company stockholder voting agreement, dated August 16, 2010, as described in greater detail in footnote 2 of the Form 3, as amended, filed by the Reporting Persons, the Reporting Persons were deemed to be a "group" that beneficially owned more than 10% of Issuer's outstanding shares of common stock.
- [F10]These options were canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $8.50 per share.
- [F11]These options were to expire three years after termination of Mr. Heather's employment.
- [F12]These options were fully vested and exercisable prior to the merger, including with respect to 66,667 of these options, which were scheduled to vest on June 1, 2011, and were accelerated to vest in full immediately prior to the merger in connection with the transactions under the Merger Agreement.
- [F2]The shares shown are owned directly by Samuel S. Lee.
- [F3]These shares are held by the David & Alexa Topper Family Trust, U/D/T September 29, 1997, and are beneficially owned by David R. Topper and his wife, Alexa Topper, as settlors and trustees of the Trust, which is revocable.
- [F4]The securities shown are owned directly by Mike Heather.
- [F5]Disposed of upon the merger (the "merger") consummated pursuant to the Agreement and Plan of Merger, dated as of August 16, 2010, among the issuer, Ivy Holdings Inc. ("Ivy Holdings"), and Ivy Merger Sub Corp. ("Merger Sub"), a wholly owned indirect subsidiary of Ivy Holdings ("Merger Agreement"), based on a value of $8.50 per share, in exchange for shares of common stock of Ivy Holdings.
- [F6]The securities shown are owned directly by Dr. Jeereddi Prasad.
- [F7]Disposed of upon consummation of the merger pursuant to the Merger Agreement in exchange for a cash payment of $8.50 per share.
- [F8]Includes 33,334 unvested restricted shares that were scheduled to vest on June 1, 2011, but which became subject to accelerated vesting in connection with the transactions under the Merger Agreement.
- [F9]As of the date of this Report, these options are fully vested and currently exercisable.