4//SEC Filing
Murley Robert S 4
Accession 0001567619-20-015951
CIK 0001561387other
Filed
Aug 24, 8:00 PM ET
Accepted
Aug 25, 3:13 PM ET
Size
12.4 KB
Accession
0001567619-20-015951
Insider Transaction Report
Form 4
Murley Robert S
Director
Transactions
- Disposition from Tender
Class A Common Stock
2020-08-21$31.00/sh−12,000$372,000→ 0 total - Disposition from Tender
Class A Common Stock
2020-08-21$31.00/sh−31,500$976,500→ 0 total(indirect: By Murley Enterprises) - Disposition from Tender
Class A Common Stock
2020-08-21$31.00/sh−5,000$155,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Appreciation Rights
2020-08-21−20,000→ 0 totalExercise: $7.97From: 2015-10-28Exp: 2021-10-28→ Class A Common Stock (20,000 underlying)
Footnotes (5)
- [F1]On August 21, 2020, Daylight Beta Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Daylight Beta Parent Corp., a Delaware corporation ("Parent"), successfully completed the tender offer ("Tender Offer") for all issued and outstanding shares of the common stock of Benefytt Technologies, Inc., a Delaware corporation (the "Issuer"), pursuant to that certain Agreement and Plan of Merger dated July 12, 2020 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the Tender Offer, on August 21, 2020, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned and indirect subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer a director of Issuer, effective on August 21, 2020.
- [F2]Represents shares tendered to the Purchaser in connection with the Tender Offer.
- [F3]These stock-settled stock appreciation rights were granted under the Issuer's Long Term Incentive Plan.
- [F4]In accordance with the terms of the Merger Agreement, these stock-settled stock appreciation rights held by the reporting person were deemed to be fully vested and cancelled and converted as of immediately prior to the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of: (i) the aggregate number of shares of the Issuer's Common Stock underlying these stock-settled stock appreciation rights, multiplied by (ii) the excess of $31.00 over the per share exercise price of such stock-settled stock appreciation rights, less any taxes required to be withheld.
- [F5]The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Documents
Issuer
Benefytt Technologies, Inc.
CIK 0001561387
Entity typeother
Related Parties
1- filerCIK 0001523923
Filing Metadata
- Form type
- 4
- Filed
- Aug 24, 8:00 PM ET
- Accepted
- Aug 25, 3:13 PM ET
- Size
- 12.4 KB