4//SEC Filing
Sanger William A 4
Accession 0001678531-18-000153
CIK 0001678531other
Filed
Oct 14, 8:00 PM ET
Accepted
Oct 15, 12:55 PM ET
Size
17.5 KB
Accession
0001678531-18-000153
Insider Transaction Report
Form 4
Sanger William A
DirectorExecutive Chairman
Transactions
- Disposition to Issuer
Common Stock
2018-10-11$46.00/sh−179,641$8,263,486→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Options
2018-10-11−1,563,535→ 0 totalExercise: $11.05Exp: 2021-05-22→ Common Stock (1,563,535 underlying) - Award
Performance Share Units
2018-10-11+67,092→ 67,092 total→ Common Stock (67,092 underlying) - Disposition to Issuer
Common Stock
2018-10-11$46.00/sh−70,862$3,259,652→ 0 total - Disposition to Issuer
Stock Options
2018-10-11−105,807→ 0 totalExercise: $65.84Exp: 2026-02-24→ Common Stock (105,807 underlying) - Disposition to Issuer
Performance Share Units
2018-10-11−67,092→ 0 total→ Common Stock (67,092 underlying)
Footnotes (4)
- [F1]At the Effective Time, each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) was cancelled and converted into the right to receive $46.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes.
- [F2]Includes 51,767 restricted stock unit awards ("Company RSUs"). At the Effective Time, each Company RSU that was outstanding as of immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to the sum of (i) the product of (A) the total number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (B) the Merger Consideration and (ii) any accrued but unpaid dividend equivalents with respect to such Company RSU.
- [F3]At the Effective Time, each option to purchase shares of Company Common Stock ("Company Option") that was outstanding as of immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option and (ii) the total number of shares of Company Common Stock subject to such Company Option. Any Company Option that had an exercise price per share that was equal to or greater than the Merger Consideration was cancelled for no consideration.
- [F4]At the Effective Time, each performance share unit award in respect of Company Common Stock ("Company PSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (the "Company PSU Consideration") equal to the product of (i) the total number of shares of Company Common Stock subject to such Company PSU assuming target performance and (ii) the Merger Consideration. The Company PSU Consideration will generally be payable to the holder of the corresponding Company PSU in a single lump sum on the date on which the applicable Company PSU would have otherwise vested, generally subject to such holder's continued service through the applicable vesting date.
Documents
Issuer
Envision Healthcare Corp
CIK 0001678531
Entity typeother
Related Parties
1- filerCIK 0001346845
Filing Metadata
- Form type
- 4
- Filed
- Oct 14, 8:00 PM ET
- Accepted
- Oct 15, 12:55 PM ET
- Size
- 17.5 KB