4//SEC Filing
Dunleavy Keith R 4
Accession 0001619954-21-000145
CIK 0001619954other
Filed
Nov 28, 7:00 PM ET
Accepted
Nov 29, 8:53 PM ET
Size
12.8 KB
Accession
0001619954-21-000145
Insider Transaction Report
Form 4
Dunleavy Keith R
DirectorCEO & Chairman of the Board
Transactions
- Disposition to Issuer
Class B Common Stock
2021-11-24$41.00/sh−25,283,649$1,036,629,609→ 0 total(indirect: By Meritas Group, Inc.) - Disposition to Issuer
Class A Common Stock
2021-11-24$41.00/sh−660,000$27,060,000→ 0 total - Disposition to Issuer
Class B Common Stock
2021-11-24$41.00/sh−7,470,435$306,287,835→ 0 total(indirect: By LLC) - Gift
Class B Common Stock
2021-10-07−5,120,000→ 42,356,820 total(indirect: By Meritas Group, Inc.) - Disposition to Issuer
Class B Common Stock
2021-11-24$41.00/sh−17,073,171$700,000,011→ 25,283,649 total(indirect: By Meritas Group, Inc.)
Footnotes (4)
- [F1]Reporting person gifted 5,120,000 shares to a charitable foundation on October 7, 2021.
- [F2]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.
- [F3]In connection with the Merger described in footnote 1, and pursuant to that certain Rollover Agreement, dated August 19, 2021, by and between Ocala Topco, LP, a Delaware limited partnership, Ocala Topco, Inc., a Delaware corporation ("Topco Inc."), and Meritas Group, Inc. (the "Rollover Investor") the Rollover Investor contributed such shares to Topco Inc.
- [F4]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 0001632752
Filing Metadata
- Form type
- 4
- Filed
- Nov 28, 7:00 PM ET
- Accepted
- Nov 29, 8:53 PM ET
- Size
- 12.8 KB