4//SEC Filing
FLETCHER DENISE K 4
Accession 0001619954-21-000146
CIK 0001619954other
Filed
Nov 28, 7:00 PM ET
Accepted
Nov 29, 8:53 PM ET
Size
12.6 KB
Accession
0001619954-21-000146
Insider Transaction Report
Form 4
FLETCHER DENISE K
Director
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2021-11-24$41.00/sh−14,745$604,545→ 0 total→ Class B Common Stock (14,745 underlying) - Disposition to Issuer
Restricted Stock Units
2021-11-24$41.00/sh−2,305$94,505→ 0 total→ Class A Common Stock (2,305 underlying) - Disposition to Issuer
Class A Common Stock
2021-11-24$41.00/sh−57,412$2,353,892→ 0 total - Disposition to Issuer
Class B Common Stock
2021-11-24$41.00/sh−31,515$1,292,115→ 0 total
Footnotes (4)
- [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]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.
- [F3]Pursuant to the Merger Agreement, immediately prior to the Merger effective time, each unvested award of restricted stock units with respect to shares of Common Stock was cancelled and terminated and converted into the right solely to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock underlying such restricted stock unit award by (ii) the Merger Consideration, less any applicable withholding taxes.
- [F4]Pursuant to the Merger Agreement, immediately prior to the Merger effective time, each outstanding and unexpired option to purchase shares of Common Stock was cancelled and terminated and converted into the right to receive an amount in cash, if any and without interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock subject to such option, by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option, less any applicable withholding taxes.
Documents
Issuer
Inovalon Holdings, Inc.
CIK 0001619954
Entity typeother
Related Parties
1- filerCIK 0001185122
Filing Metadata
- Form type
- 4
- Filed
- Nov 28, 7:00 PM ET
- Accepted
- Nov 29, 8:53 PM ET
- Size
- 12.6 KB