4//SEC Filing
JONES LORI M. 4
Accession 0001415889-24-012408
CIK 0001749704other
Filed
May 6, 8:00 PM ET
Accepted
May 7, 10:28 AM ET
Size
14.6 KB
Accession
0001415889-24-012408
Insider Transaction Report
Form 4
JONES LORI M.
SVP, CHIEF COMMERCIAL OFFICER
Transactions
- Disposition to Issuer
Performance Restricted Stock Units
2024-05-07−8,991→ 0 total→ Common Stock, $0.0001 par value (8,991 underlying) - Disposition to Issuer
Restricted Stock Units
2024-05-07−16,309→ 0 total→ Common Stock, $0.0001 par value (16,309 underlying) - Disposition to Issuer
Common Stock, $0.0001 par value
2024-05-07$10.00/sh−4,295$42,950→ 0 total - Disposition to Issuer
Options (Right to Buy)
2024-05-07−26,972→ 0 totalExercise: $14.83Exp: 2033-03-10→ Common Stock, $0.0001 par value (26,792 underlying)
Footnotes (7)
- [F1]On May 7, 2024 (the "Closing Date"), Agiliti, Inc. (the "Company"), completed its merger (the "Merger") with Apex Intermediate Holdco, Inc., ("Parent"), and Apex Merger Sub, Inc., and a wholly-owned subsidiary of Parent ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement and Plan of Merger, dated as of February 26, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement") at the Effective Time (as defined in the Merger Agreement), each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $10.00 per share in cash, without interest.
- [F2]Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding and unexercised options to purchase shares of Common Stock (an "Option"), whether vested or unvested, were terminated and cancelled with no payment to the reporting person because each Option had an exercise price equal to or greater than $10.00.
- [F3]These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 10, 2023. These options vest ratably on an annual basis over a three-year period.
- [F4]The performance restricted stock units ("PRSUs") were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan to the reporting person on June 6, 2023. The PRSUs cliff vest three years following the date of grant and settle in shares of common stock based upon the Company's financial performance results and contingent upon the reporting person's continued employment with the Company through the vesting period.
- [F5]Pursuant to the terms and conditions of the Merger Agreement, the PRSUs held by the reporting person will remain generally subject to the same terms and conditions (including with respect to time and performance based vesting conditions and settlement terms) as those that applied immediately prior to the Effective Time and will be settled in shares of Common Stock or other equity interests in the Company or one of its affiliates.
- [F6]The restricted stock units ("RSUs") were granted under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on March 15, 2024 (the "2024 RSUs") and March 10, 2023 (the "2023 RSUs"). The 2024 RSUs cliff vest six months following the grant date, contingent upon the reporting person remaining in continuous employment with the Company on the vesting date. The 2023 RSUs vest ratably on annual basis over a three year period contingent upon the reporting person remaining in continuous employment with the Company on each vesting date.
- [F7]Pursuant to the terms and conditions of the Merger Agreement, the RSUs held by the reporting person will remain generally subject to the same terms and conditions (including with respect to time based vesting conditions and settlement terms) as those that applied immediately prior to the Effective Time and will be settled in shares of Common Stock or other equity interests in the Company or one of its affiliates.
Documents
Issuer
AGILITI, INC. \DE
CIK 0001749704
Entity typeother
Related Parties
1- filerCIK 0001966344
Filing Metadata
- Form type
- 4
- Filed
- May 6, 8:00 PM ET
- Accepted
- May 7, 10:28 AM ET
- Size
- 14.6 KB