UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~February 2710, ~~2019~~2020

Diplomat Pharmacy, Inc.

(Exact Name of Registrant as Specified in its Charter)

Michigan	001-36677	38-2063100
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
Incorporation)		Identification No.)
of Incorporation)	Number)	Identification No.)

4100 S. Saginaw St.

Flint, Michigan 48507

(Address of Principal Executive Offices) (Zip Code)

(888) 720-4450

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value per share		DPLO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨ Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~INTRODUCTORY ~~8.01. Other Events.~~NOTE

As previously disclosed, on December 9, 2019, Diplomat Pharmacy, Inc., a Michigan corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, UnitedHealth Group Incorporated, a Delaware corporation (“Parent”), and Denali Merger Sub, Inc., a Michigan corporation and a ~~wholly~~direct wholly owned subsidiary of Parent (“Sub”). Pursuant to the ~~Merger~~ ~~Agreement, on the~~ terms ~~and~~of ~~subject to~~ the ~~conditions set forth in the~~ Merger Agreement, Sub ~~will~~commenced ~~commence~~ a tender ~~offer~~ offer (the “Offer”) to purchase all ~~of the issued and~~ outstanding shares of common stock, no par value ~~per share~~, of the ~~Company~~ Company (~~the~~ “Company Common Stock”), at a price ~~per share~~ of $4.00 per share, net to the seller in cash (the “Offer Price”), without interest and subject to any required tax withholding. The Merger Agreement also provides that following the consummation of the Offer, upon the terms and subject to the conditions set forth in the Merger Agreement, Sub will merge with and into the Company (the “Merger”), with the Company surviving as a direct wholly owned subsidiary of Parent.

OnThe ~~December~~Offer ~~27,~~and ~~2019,~~withdrawal ~~the~~rights expired ~~waiting~~at ~~period~~12:01 ~~under~~a.m. ~~the~~(New ~~Hart-Scott-Rodino~~York ~~Antitrust~~City ~~Improvements~~time) ~~Act~~on ofFebruary ~~1976~~7, ~~(the~~2020 ~~“HSR~~and ~~Act”)~~the ~~expired~~Offer ~~in connection~~was ~~with~~not ~~the~~extended. ~~Offer~~Computershare ~~and~~Trust ~~the Merger~~Company, N.A., ~~The~~in ~~expiration~~its capacity ofas the ~~waiting~~depositary ~~period~~for ~~under~~ the ~~HSR~~Offer, ~~Act~~has ~~satisfies~~advised ~~one~~that, as of the ~~conditions~~expiration toof the Offer, ~~which~~61,203,549 ~~remains~~shares ~~subject~~of toCompany ~~other~~Common Stock ~~conditions,~~(excluding ~~including~~shares ~~(i)~~of ~~that~~Company ~~there~~Common ~~shall~~Stock ~~have~~tendered ~~been~~pursuant ~~validly~~to ~~tendered~~guaranteed ~~and~~delivery procedures that were not ~~properly~~ ~~withdrawn~~actually delivered in ~~accordance~~settlement ~~with~~or ~~the~~satisfaction ~~terms~~ of ~~the~~such ~~Offer~~guarantee prior to the expiration of the Offer), ~~that~~representing ~~number~~approximately 80.53 percent of the shares of Company Common Stock ~~that,~~issued ~~when~~and ~~added~~outstanding toas of the ~~shares~~expiration of ~~Company~~the ~~Common~~Offer, ~~Stock~~were ~~(if~~validly ~~any)~~tendered ~~directly~~and ornot ~~indirectly owned by Parent~~properly ~~and~~withdrawn ~~its~~pursuant ~~wholly owned subsidiaries, is equal~~ to atthe ~~least~~Offer. aThe ~~majority~~number of ~~the~~ shares of Company Common Stock ~~outstanding at such time~~ (~~the~~excluding ~~“Minimum~~shares ~~Tender Condition”), (ii) the accuracy~~ of ~~the~~ Company’s ~~representations~~Common ~~and~~Stock ~~warranties in~~tendered ~~the~~pursuant ~~Merger~~to ~~Agreement~~guaranteed ~~and~~delivery ~~its~~procedures ~~compliance~~that ~~with~~were ~~its~~not ~~covenants~~actually ~~and~~delivered ~~obligations~~ in ~~the~~settlement ~~Merger~~or ~~Agreement,~~satisfaction inof ~~each~~such ~~case~~guarantee ~~subject~~prior to ~~certain materiality standards, (iii)~~ the ~~absence~~expiration of ~~judgments~~the ~~issued~~Offer) bytendered ~~governmental~~satisfied ~~entities~~the ofMinimum ~~competent~~Tender ~~jurisdiction or~~Condition ~~laws~~(as ~~enjoining,~~such ~~restraining,~~term ~~prohibiting,~~is ~~preventing~~defined orin ~~making~~the ~~illegal~~Merger ~~the~~Agreement). All ~~making~~conditions ofto the Offer, ~~the~~having ~~consummation~~been ofsatisfied ~~the Offer~~ or ~~the~~waived, ~~Merger~~Sub ~~and~~has ~~(iv)~~irrevocably ~~the~~accepted ~~receipt~~for ofpayment ~~certain~~all ~~consents,~~shares ~~authorizations~~of ~~and~~Company ~~approvals~~Common Stock ~~and~~that ~~the~~Sub ~~making~~became ofobligated ~~certain filings,~~to ~~applications~~purchase ~~and~~pursuant ~~notices~~to ~~under~~the ~~certain state pharmacy laws~~Offer.

~~The~~On ~~transaction~~February is10, ~~expected~~2020, following the consummation of the Offer, the remaining conditions to ~~close~~the merger of Sub with and into the Company (the “Merger”) set forth in ~~early~~the ~~2020~~Merger Agreement were satisfied, ~~subject~~and Sub merged with and into the Company, with the Company surviving as a wholly toowned subsidiary of Parent (the ~~satisfaction~~“Surviving Corporation”), without a vote of the ~~foregoing~~shareholders ~~conditions~~of the Company in accordance with Section 703a(3) of the Michigan Business Corporation Act. At the effective time of the Merger (the “Effective Time”), each share of Company Common Stock issued and outstanding immediately prior to the ~~satisfaction~~Effective Time (other than shares owned by the Company or held in the treasury of the Company or shares owned by Parent, Sub or any of their respective wholly owned subsidiaries, in each case, other ~~closing~~than ~~conditions~~those ~~specified~~held on behalf of any third party) was automatically converted into the right to receive the Offer Price in cash, without interest, subject to any required tax withholding (the “Merger ~~Agreement~~Consideration”), and all such shares of Company Common Stock ceased to be outstanding, were cancelled and ceased to exist, and each certificate formerly representing a share of Company Common Stock and each non-certificated share of Company Common Stock represented by book-entry that formerly represented a share of Company Common Stock entitled to receive the Merger Consideration were cancelled and ceased to have any rights with respect thereto, except the right to receive the Merger Consideration without interest thereon, subject to any required tax withholding.

~~Important~~Pursuant ~~Additional~~to ~~Information~~the terms of the Merger Agreement and resolutions adopted by the board of directors of the Company, and, with respect to clause (ii) of the third bullet point below, as agreed between the Company and Parent, at the Effective Time:

~~The~~· ~~tender~~Each ~~offer for the~~ outstanding Company ~~Common~~ ~~Stock~~stock ~~has~~option ~~not~~held ~~yet~~by ~~commenced.~~any ~~The~~former ~~communication~~or ~~materials~~terminated ~~referenced~~employee ~~above~~of dothe ~~not~~Company ~~constitute an offer to buy~~ or ~~the~~its ~~solicitation of~~subsidiaries an(each, ~~offer~~a to“Company ~~sell~~Non-Employee ~~any~~Option”) ~~securities.~~was ~~The~~cancelled, ~~solicitation~~ and ~~the~~each ~~offer~~holder toof ~~buy~~any ~~shares~~such ofcancelled Company ~~Common~~Non-Employee ~~Stock~~Option ~~will~~became beentitled ~~made only pursuant~~ to anreceive ~~offer~~a topayment ~~purchase~~in ~~and~~cash, ~~related~~without ~~materials~~interest, ~~that~~of ~~Parent~~an ~~and~~amount ~~Sub~~equal ~~intend~~ to ~~file with~~ the ~~U.S.~~product ~~Securities~~of ~~and Exchange Commission~~ (~~the “SEC”~~i). If the ~~tender~~total ~~offer~~number isof ~~commenced,~~shares ~~Parent~~of ~~and~~Company ~~Sub~~Common ~~will~~Stock ~~file~~subject ato ~~Tender~~such ~~Offer~~cancelled ~~Statement on Schedule TO with the SEC, and thereafter the~~ Company ~~will file a Solicitation/Recommendation Statement on Schedule 14D~~Non-9Employee ~~with~~Option, ~~respect~~multiplied toby ~~the tender offer. The Tender Offer Statement on Schedule TO~~ (~~including~~ii) anthe ~~offer~~excess, toif ~~purchase~~any, ~~a related letter~~ of ~~transmittal~~the ~~and other offer documents~~(A) ~~and~~ the ~~Solicitation/Recommendation~~Offer ~~Statement~~Price onover ~~Schedule~~(B) ~~14D-9 will contain important information that should be considered before any decision is made with respect to~~ the ~~tender~~exercise ~~offer.~~price ~~BEFORE~~per ~~MAKING~~share ~~ANY~~subject INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These materials will be sent free of charge to ~~Company shareholders~~such ~~when~~cancelled ~~available, and may also be obtained by contacting the~~ Company’s ~~Investor Relations Department at 4100 S. Saginaw Street, Flint, Michigan 48507, (888) 720~~Non-~~4450~~Employee ~~or tpowers@Diplomat.is or by contacting D.F. King & Co.~~Option, ~~Inc.,~~less ~~the~~any ~~information agent~~applicable ~~for~~withholding ~~the tender offer~~taxes, atexcept ~~(212)~~that ~~269-5550~~any ~~for~~such ~~banks~~Company ~~and brokers or (866) 829~~Non-~~0135~~Employee ~~for~~Option ~~all~~with ~~others,~~respect orto bywhich ~~email~~the atexercise ~~DPLO@dfking.com. In~~price ~~addition,~~per ~~all~~share of ~~these~~Company ~~materials~~Common ~~(and~~Stock ~~all~~subject ~~other~~thereto ~~tender~~was ~~offer~~equal ~~documents~~to ~~filed~~or ~~with~~greater than the ~~SEC)~~Offer ~~will~~Price bewas ~~available~~cancelled atfor no ~~charge from the SEC through its website at www.sec.gov.~~consideration;

~~Cautionary~~· ~~Statement~~Each ~~Regarding~~outstanding ~~Forward~~Company stock option that is not a Company Non-~~Looking~~Employee ~~Statements~~Option, whether vested or unvested, was converted into an option to purchase a number of shares of Parent common stock (the “Adjusted Option”) equal to the product (rounded down to the nearest whole number) of (i) (A) in the case of a service-based Company stock option, the total number of shares of Company Common Stock subject to such Company stock option immediately prior to the Effective Time or (B) in the case of a performance-based Company stock option, the number of shares of Company Common Stock earned based on actual performance, if the performance period ended on or before the closing date, or the number of shares of Company Common Stock remaining subject to the award, if the performance period was scheduled to end after the closing date, and (ii) the Equity Award Conversion Ratio (as defined below), at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price per share of Company Common Stock subject to such Company stock option immediately prior to the Effective Time divided by (2) the Equity Award Conversion Ratio, in each case, subject to the same terms and conditions, including vesting and exercisability, as applied to the Company stock option for which the Adjusted Option was exchanged, except for (x) any terms rendered inoperative as a result of the transactions contemplated by the Merger Agreement and (y) such other changes that are necessary for the administration of the Adjusted Option and not materially detrimental to the holder thereof. “Equity Award Conversion Ratio” means the Offer Price divided by the volume weighted average of the closing sale prices per share of Parent common stock on the New York Stock Exchange, as reported in the New York City edition of the Wall Street Journal (or, if not reported thereby, as reported in another authoritative source), on each of the five full consecutive trading days ending on and including the third business day prior to the closing date of the Merger;

~~Forward-looking~~· ~~statements~~Each ~~made~~outstanding ~~herein~~Company ~~with respect~~restricted tostock unit (other than any Company restricted stock unit that (i) by its terms as in effect as of the ~~tender~~date ~~offer~~of ~~and~~the ~~related~~Merger Agreement, automatically became fully or partially vested effective immediately prior to or upon the consummation of the transactions contemplated by the Merger Agreement, ~~including~~or (ii) was earned and vested, ~~for~~but ~~example~~not yet settled, as of immediately prior to the ~~timing~~Effective Time (“accelerated RSUs”)) was converted into a restricted stock unit award (the “Adjusted RSU”) denominated in shares of Parent common stock and relating to a number of shares of Parent common stock equal to the ~~completion~~product of (I) (A) in the ~~tender~~case ~~offer and~~of a service-based Company restricted stock unit, the ~~merger~~total number of shares of Company Common Stock subject to such Company restricted stock unit immediately prior to the Effective Time, or (B) in the ~~potential~~case ~~benefits~~of a performance-based Company restricted stock unit, the number of shares of Company Common Stock earned based on actual performance, if the ~~tender~~performance ~~offer~~period ~~and~~ended on or before the ~~merger~~closing date, ~~reflect~~or the ~~current~~number ~~analysis~~of shares of ~~existing~~Company ~~information and~~Common ~~are~~Stock remaining subject to ~~various~~the ~~risks~~award ~~and~~(less ~~uncertainties.~~any Asshares aof ~~result~~Company Common Stock vested at or prior to the Effective Time), ~~caution~~if ~~must~~the beperformance ~~exercised~~period inwas ~~relying~~scheduled onto ~~forward-looking~~end ~~statements. Due~~after the closing date, multiplied by (II) the Equity Award Conversion Ratio, with any fractional shares rounded down to ~~known~~the next lower whole number of shares, in each case, subject to the same terms and ~~unknown~~conditions, ~~risks~~including vesting and settlement, as applied to the Company’s ~~actual~~restricted ~~results~~stock ~~may~~unit ~~differ~~for which the Adjusted RSU was exchanged, except for (x) any terms rendered inoperative as a result of the transactions contemplated by the Merger Agreement and (y) such other changes that are necessary for the administration of the Adjusted RSU and not materially ~~from~~detrimental ~~its~~to ~~expectations~~the orholder ~~projections.~~thereof; and

~~The~~· ~~following~~Each ~~factors,~~outstanding ~~among~~accelerated ~~others,~~RSU ~~could cause~~was ~~actual plans and results to differ materially from those described in forward-looking statements. Such factors include~~cancelled, ~~but are not limited to, the effect of the announcement of the tender offer~~ and ~~related~~each ~~transactions~~holder ~~on the Company’s business relationships, operating results and business generally; the occurrence~~ of any ~~event,~~such ~~change~~cancelled oraccelerated ~~other~~RSU ~~circumstances~~became ~~that~~entitled ~~could give rise~~ to ~~the~~receive ~~termination~~a ofpayment ~~the~~in ~~merger agreement~~cash, ~~and~~without ~~the~~interest, ~~risk~~of ~~that~~an ~~the~~amount ~~merger~~equal ~~agreement may be terminated in circumstances that require the Company~~ to ~~pay a termination fee;~~ the ~~outcome~~product of ~~any~~(i) ~~legal proceedings that may be instituted against~~ the ~~Company related~~Merger toConsideration ~~the~~multiplied ~~transactions contemplated~~ by ~~the~~(ii) ~~merger agreement, including~~ the ~~tender offer and the merger; uncertainties as to the~~ number of ~~shareholders~~shares ofsubject ~~the Company who may tender their stock in the tender offer; the failure~~ to ~~satisfy~~such ~~other~~cancelled ~~conditions to~~accelerated ~~consummation of the tender offer or the merger~~RSU, ~~including~~less ~~the receipt of regulatory approvals related to the merger (and~~ any ~~conditions,~~ ~~limitations~~applicable orwithholding restrictions placed on these approvals); risks that the tender offer and related transactions disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties; and those risks and uncertainties discussed from time to time in the Company’s other reports and other public filings with the SECtaxes.

~~Additional~~The ~~information~~foregoing ~~concerning~~description ~~these~~of the Merger Agreement and ~~other~~related ~~factors~~transactions ~~that~~does ~~may~~not ~~impact~~purport ~~the~~to ~~Company’s~~be ~~expectations~~complete and ~~projections~~is ~~can~~qualified ~~be found~~ in its ~~periodic~~entirety ~~filings~~by ~~with~~reference to the ~~SEC,~~ ~~including~~full ~~its~~text of ~~Annual~~the ~~Report~~Merger onAgreement, ~~Form~~a ~~10-K~~copy ~~for~~of ~~the~~which ~~year~~was ~~ended~~filed ~~December~~as ~~31,~~Exhibit ~~2018~~2.1 ~~The~~to the Company’s ~~SEC~~Current ~~filings~~Report ~~are available publicly~~ on ~~the~~Form ~~SEC’s website at www.sec.gov~~8-K, onfiled with the ~~Company’s website http://ir~~U.~~diplomat~~S.~~is/investors/default.aspx or~~ ~~upon~~Securities ~~request~~and ~~via~~Exchange ~~email~~Commission to(the ~~tpowers@Diplomat.is.~~“SEC”) ~~The~~on ~~Company~~December ~~disclaims~~9, ~~any~~2019 ~~obligation~~and orwhich ~~undertaking~~is toincorporated herein ~~update~~by orreference. ~~revise~~All ~~the~~capitalized ~~forward-looking statements~~terms ~~contained~~used herein, ~~whether~~and asnot aotherwise ~~result~~defined ofhave ~~new~~the ~~information,~~meanings ~~future~~given ~~events~~to orsuch ~~otherwise~~terms in the Merger Agreement.

~~Signatures~~Item 1.02 Termination of a Material Definitive Agreement.

~~Pursuant~~In toconnection with the ~~requirements~~Merger, of the ~~Securities~~Company ~~Exchange~~expects ~~Act~~to repay in full, on February 10, 2020, all outstanding amounts under that certain Credit Agreement, dated as of ~~1934~~December 20, 2017, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended by the First Amendment, dated as of July 19, 2019, among the ~~Registrant~~Company, ~~has~~JPMorgan ~~duly~~Chase ~~caused~~Bank, ~~this~~N.A., ~~report~~as toadministrative beagent, ~~signed~~and onthe ~~its~~lenders ~~behalf~~party bythereto (the “Credit Agreement”). As a result, the ~~undersigned~~Credit ~~hereunto~~Agreement ~~duly~~will ~~authorized~~be terminated and all obligations outstanding thereunder will be extinguished.

	Diplomat Pharmacy, Inc.
	By:	/s/Christina Flint
		Christina Flint
		Senior Vice President, General Counsel and Secretary
Date: December 30, 2019

The aggregate payoff amount is approximately $608,064,140.52 million and includes all accrued interest associated therewith.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 10, 2020, the Company (i) notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and (ii) requested that the NYSE (x) suspend trading of the Company Common Stock effective on February 10, 2020 and (y) promptly file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Company Common Stock.

Item 3.03. Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01 and Item 5.03 are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Offer and the Merger, a change of control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent. Immediately following the Merger, Parent expects to contribute all of the outstanding equity of the Company to OptumRx Holdings, LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Parent. To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company. The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, all of the directors of the Company resigned from the Board of Directors. Pursuant to the Merger Agreement, as of the Effective Time, the members of the board of directors of Sub immediately prior to the Effective Time became the members of the board of directors of the Surviving Corporation. The members of the board of directors of Sub immediately prior to the Effective Time were John Michael Prince and Jeffrey David Grosklags. Information regarding the new directors has been previously disclosed in Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Parent on January 9, 2020.

Pursuant to the Merger Agreement, as of the Effective Time, the officers of Sub immediately prior to the Effective Time became the officers of the Surviving Corporation. The officers of Sub immediately prior to the Effective Time were John Michael Prince, Jeffrey David Grosklags, Karen Elizabeth Peterson and Peter Marshall Gill. Information regarding the new officers has been previously disclosed in Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Parent on January 9, 2020.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s Articles of Incorporation were amended and restated in their entirety. A copy of the Company’s Amended and Restated Articles of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s Bylaws were amended and restated in their entirety. A copy of the Company’s Amended and Restated Bylaws are included as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of December 9, 2019, by and among the Company, Parent and Sub (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 9, 2019 (File No. 001-36677)).*
3.1		Amended and Restated Articles of Incorporation of the Company.
3.2		Amended and Restated Bylaws of the Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Diplomat Pharmacy, Inc.


	By:	/s/ Karen E. Peterson
		Karen E. Peterson
		Secretary

Date: February 10, 2020

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