4//SEC Filing
Hull Brandon H 4
Accession 0000899243-23-009917
CIK 0001828182other
Filed
Mar 28, 8:00 PM ET
Accepted
Mar 29, 8:47 AM ET
Size
16.1 KB
Accession
0000899243-23-009917
Insider Transaction Report
Form 4
Hull Brandon H
Director
Transactions
- Conversion
Class A Common Stock
2023-03-29+1,030,500→ 1,030,500 total(indirect: By LLC) - Disposition to Issuer
Class B Common Stock
2023-03-29−1,030,500→ 0 total(indirect: By LLC) - Disposition to Issuer
Class A Common Stock
2023-03-29−1,030,500→ 0 total(indirect: By LLC) - Disposition to Issuer
Class A Common Stock
2023-03-29−14,672→ 21,816 total - Disposition to Issuer
Class A Common Stock
2023-03-29−21,816→ 0 total - Conversion
LLC Units in Cure Aggregator, LLC
2023-03-29−1,030,500→ 0 total(indirect: By LLC)→ Class A Common Stock (1,030,500 underlying)
Footnotes (5)
- [F1]On March 29, 2023, pursuant to that certain Agreement and Plan of Merger, dated September 2, 2022, between the Issuer, CVS Pharmacy, Inc. ("Parent") and Noah Merger Sub, Inc. (the "Merger Agreement"), an entity affiliated with the Reporting Person received 1,030,500 shares of the Issuer's Class A Common Stock ("Class A Common Stock") pursuant to the exchange by Cure Aggregator, LLC of LLC Units of Cure TopCo, LLC ("LLC Units") for the Issuer's Class A Common Stock on a one-for one basis (and the corresponding cancellation of an equal number of shares of the Issuer's Class B Common Stock ("Class B Common Stock")), and the subsequent distribution by Cure Aggregator, LLC to the Reporting Person of such shares of Class A Common Stock.
- [F2]Pursuant to the Merger Agreement, each restricted stock unit with respect to shares of the Issuer's Class A Common Stock (each, an "Issuer RSU"), that was (i) outstanding immediately prior to the effective time of the merger (the "Effective Time") to the extent vested and unsettled and (ii) any Issuer RSU that was outstanding immediately prior to the Effective Time and was held by any person who is a non-employee director, consultant or independent contractor engaged by the Issuer (each, a "Cash-Out RSU"), was cancelled and converted into the right to receive an amount in cash equal to (1) to $30.50 (the "Per Share Consideration") multiplied by (2) the number of shares of the Issuer's Class A Common Stock subject to such Cash-Out RSU.
- [F3]Pursuant to the Merger Agreement, each share of Class B Common Stock outstanding and held by the Reporting Person immediately prior to the Effective Time, was cancelled.
- [F4]Pursuant to the Merger Agreement, each share of Class A Common Stock outstanding and held by the Reporting Person immediately prior to the Effective Time, was cancelled and converted into the right to receive the Per Share Consideration.
- [F5]The Reporting Person serves as sole manager of the LLC, the membership interests of which are held through family trusts, the beneficiaries of which are the Reporting Person or his immediate family members.
Documents
Issuer
Signify Health, Inc.
CIK 0001828182
Entity typeother
Related Parties
1- filerCIK 0001357695
Filing Metadata
- Form type
- 4
- Filed
- Mar 28, 8:00 PM ET
- Accepted
- Mar 29, 8:47 AM ET
- Size
- 16.1 KB