Statement of Changes in Beneficial Ownership (4)
29 3월 2023 - 9:50PM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
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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
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MCNAMARA KEVIN M |
2. Issuer Name and Ticker or Trading Symbol
Signify Health, Inc.
[
SGFY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SIGNIFY HEALTH, INC., 4055 VALLEY VIEW LN, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/29/2023 |
(Street)
DALLAS, TX 75244 |
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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Class A Common Stock | 3/29/2023 | | C(1) | | 1260850 | A | (1) | 1260850 | I | By Long Dog, LLC (5) |
Class A Common Stock | 3/29/2023 | | D(2) | | 22588 | D | (2) | 0 | D | |
Class B Common Stock | 3/29/2023 | | D(3) | | 1260850 | D | (3) | 0 | I | By Long Dog, LLC (5) |
Class A Common Stock | 3/29/2023 | | D(4) | | 1260850 | D | (4) | 0 | I | By Long Dog, LLC (5) |
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 |
LLC Units in Cure Aggregator, LLC | (1) | 3/29/2023 | | C | | | 1260850 | (1) | (1) | Class A Common Stock | 1260850 | (1) | 0 | I | By Long Dog, LLC (5) |
Explanation of Responses: |
(1) | 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 1,260,850 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. |
(2) | 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. |
(3) | 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. |
(4) | 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. |
(5) | The Reporting Person serves as sole voting member and manager of the LLC. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MCNAMARA KEVIN M C/O SIGNIFY HEALTH, INC. 4055 VALLEY VIEW LN, SUITE 700 DALLAS, TX 75244 | X |
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Signatures
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/s/ Adam McAnaney, as attorney-in-fact for Kevin M. McNamara | | 3/29/2023 |
**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. |
Signify Health (NYSE:SGFY)
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부터 11월(11) 2024 으로 12월(12) 2024
Signify Health (NYSE:SGFY)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
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