4//SEC Filing
INTEGRAMED AMERICA INC 4
Accession 0001140361-12-041334
CIK 0000885988operating
Filed
Sep 23, 8:00 PM ET
Accepted
Sep 24, 6:31 PM ET
Size
12.4 KB
Accession
0001140361-12-041334
Insider Transaction Report
Form 4
Sagard Capital Partners, L.P.
10% Owner
Transactions
- Other
Common Stock
2012-09-20+1,000→ 1,000 total(indirect: See footnotes)
Footnotes (5)
- [F1]Consists of shares of common stock, par value, $0.01 per share, of INMD ("Shares").
- [F2]In connection with an Agreement and Plan of Merger between the Issuer, Parent (as defined below) and Merger Sub (as defined below) dated as of June 10, 2012, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"), 445,100 Shares were contributed by Sagard to Parent prior to the effective time of the Merger. At the effective time of the Merger the 445,100 Shares were cancelled and not entitled to merger consideration. In connection with, and pursuant to, the Merger, the shares of common stock of Merger Sub were converted into shares of common stock of the Issuer as surviving corporation. As a result, the Parent holds 1,000 Shares of the Issuer as its wholly-owned subsidiary.
- [F3]As described in note (2), by virtue of the Merger, the shares of common stock of Merger Sub were converted into shares of common stock of the Issuer as surviving corporation. As a result, the Parent holds 1,000 Shares of the Issuer as its wholly-owned subsidiary.
- [F4]Sagard Capital Partners, L.P., a Delaware limited partnership ("Sagard"), was the direct beneficial owner of the reported 445,100 shares of Common Stock of the Issuer (the "Sagard Shares"). Sagard Capital Partners GP, Inc., a Delaware corporation ("GP"), and Sagard Capital Partners Management Corp., a Delaware corporation ("Sagard Management," and together with Sagard and GP, the "Sagard Reporting Persons") may be deemed to have been indirect beneficial owners of such reported Sagard Shares. IntegraMed Holding Corp. (f/k/a SCP-325 Holding Corp.), a Delaware corporation ("Parent"), and SCP-325 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub" and, together with Parent and the Sagard Reporting Persons, the "Reporting Persons"), are also Reporting Persons on this Form 4. (See Footnote 5 for continuation of Footnote 4).
- [F5]Each of the Reporting Persons disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein.
Documents
Issuer
INTEGRAMED AMERICA INC
CIK 0000885988
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000885988
Filing Metadata
- Form type
- 4
- Filed
- Sep 23, 8:00 PM ET
- Accepted
- Sep 24, 6:31 PM ET
- Size
- 12.4 KB