4//SEC Filing
Boldt Jonathan R 4
Accession 0001619954-21-000144
CIK 0001619954other
Filed
Nov 28, 7:00 PM ET
Accepted
Nov 29, 8:53 PM ET
Size
6.8 KB
Accession
0001619954-21-000144
Insider Transaction Report
Form 4
Boldt Jonathan R
Interim CFO
Transactions
- Disposition to Issuer
Class A Common Stock
2021-11-24$41.00/sh−260,093$10,663,813→ 0 total
Footnotes (3)
- [F1]Disposition pursuant to Agreement and Plan of Merger, dated as of August 19, 2021 (the "Merger Agreement") by and among Issuer, Ocala Bidco, Inc., a Delaware corporation ("Parent"), and Ocala Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent.
- [F2]Pursuant to the terms of the Merger Agreement, immediately prior to the Merger effective time, (a) 30% of each award of unvested restricted shares of Common Stock (each ("Unvested Share") was cancelled, terminated, and converted into the right to receive an amount in cash, without interest equal to (i) the equivalent number of shares of Company Common Stock underlying those Unvested Shares (ii) multiplied by the Merger Consideration, less any applicable withholding Taxes; and (b) 70% of each remaining award of Unvested Shares was converted into a cash-based retention award, in an amount equal to (i) the equivalent number of shares of Company Common Stock underlying those Unvested Shares (ii) multiplied by the Merger Consideration, which cash-based retention award remains subject to the same vesting schedule that applied immediately prior to the Merger effective time, including any performance-based vesting criteria and other vesting requirements.
- [F3]In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Common Stock") issued and outstanding immediately prior to the Merger effective time (but excluding any Rollover Shares (as defined in Issuer's proxy statement), cancelled shares and any dissenting shares) was cancelled and extinguished and automatically converted into and thereafter solely represented the right to receive the merger consideration of $41 per share in cash (the "Merger Consideration") without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.
Documents
Issuer
Inovalon Holdings, Inc.
CIK 0001619954
Entity typeother
Related Parties
1- filerCIK 0001735314
Filing Metadata
- Form type
- 4
- Filed
- Nov 28, 7:00 PM ET
- Accepted
- Nov 29, 8:53 PM ET
- Size
- 6.8 KB