Kohane Isaac Samuel 4
4 · Inovalon Holdings, Inc. · Filed Nov 29, 2021
Insider Transaction Report
Form 4
Kohane Isaac Samuel
Director
Transactions
- 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−34,126$1,399,166→ 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]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.