Statement of Changes in Beneficial Ownership (4)
19 5월 2023 - 5:24AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Bailey Anne E, |
2. Issuer Name and Ticker or Trading Symbol
ModivCare Inc
[
MODV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Home Division |
(Last)
(First)
(Middle)
6900 LAYTON AVENUE, 12TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/16/2023 |
(Street)
DENVER, CO 80237 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 5/16/2023 | | A | | 11770 (1) | A | $0 | 11770 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Restricted Stock Units | (2) | 5/16/2023 | | A | | 7062 (2) | | (2) | 5/16/2026 | Common Stock | 7062 (2) | $0 | 7062 (2) | D | |
Employee Stock Option (Right to Buy) | $53.10 | 5/16/2023 | | A | | 11809 | | (3) | 5/16/2028 | Common Stock | 11809 | $0 | 11809 | D | |
Explanation of Responses: |
(1) | Represents restricted stock units scheduled to vest as follows: (i) 3,923 shares will vest on May 16, 2024, (ii) 3,924 shares will vest on May 16, 2025 and (iii) 3,923 shares will vest on May 16, 2026, in each case, subject to the reporting person's continued employment. |
(2) | Represents the contingent right to receive a number of shares of issuer common stock determined by multiplying the number of performance units by a percentage from 50% to 200% that corresponds to specified revenue and Adjusted EBITDA thresholds measured by reference to the issuer's audited financial statements for its fiscal year ending December 31, 2025, subject to the reporting person's continued employment through the vesting date of May 16, 2026. The number of shares of common stock reported assumes a revenue and Adjusted EBITDA performance target achieved that corresponds to a 100% payout level. |
(3) | Option becomes exercisable with respect to: (i) 3,936 shares on May 16, 2024, (ii) 3,937 shares on May 16, 2025 and (iii) 3,936 shares on May 16, 2026, in each case, subject to the reporting person's continued employment. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bailey Anne E, 6900 LAYTON AVENUE 12TH FLOOR DENVER, CO 80237 |
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| President, Home Division |
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Signatures
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/s/ Jonathan B. Bush by Power of Attorney | | 5/18/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
ModivCare (NASDAQ:MODV)
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부터 6월(6) 2024 으로 7월(7) 2024
ModivCare (NASDAQ:MODV)
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부터 7월(7) 2023 으로 7월(7) 2024