Director Lucas Kenan disposed of $1,806,415 worth of shares (338,280 units at $5.34) (SEC Form 4)
$STRM
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STREAMLINE HEALTH SOLUTIONS INC. [ STRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.01 par value | 08/12/2025 | J(1) | 321,614(2)(4) | D | $5.34 | 0 | I | See footnote(5) | ||
| Common Stock, $0.01 par value | 08/12/2025 | J(1) | 16,666(3)(4) | D | $5.34 | 0 | I | See footnote(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Explanation of Responses: |
| 1. On August 12, 2025 (the "Effective Time"), Mist Holding Co., a Delaware corporation and the parent company of Hayes Management Consulting LLC d/b/a MDaudit ("Parent"), completed the previously announced acquisition of the Issuer, pursuant to the Agreement and Plan of Merger, dated as of May 29, 2025 (the "Merger Agreement"), by and among the Issuer, Parent and MD BE Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Surviving Corporation") and becoming a wholly owned subsidiary of Parent (the "Merger"). The foregoing description of the Merger does not purport to be complete and is subject to and qualified in its entirety by the full Merger Agreement, which is included as Exhibit 2.1* of the Issuer's Form 8-K filed on August 13, 2025 (the "Form 8-K"), which is incorporated by reference. |
| 2. Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of the Issuer (each, a "Share") issued and outstanding as of immediately prior to the Effective Time (other than certain Shares as specified in the Form 8-K which do not include any Shares previously reported herein), was automatically cancelled and converted into the right to receive $5.34 per Share in cash, without interest (the "Merger Consideration"). |
| 3. Represented a grant of Shares of restricted stock that was held for the benefit of the investors of Herbert Discovery Fund, LP (the "Fund") and may have previously been deemed to be beneficially owned by Kenan Lucas, the managing director and portfolio manager of the general partner of the Fund. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock award corresponding to Shares granted under the Issuer's equity plans (each, a "Issuer Restricted Share") that was outstanding and unvested as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares corresponding to such Issuer Restricted Shares immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration, less applicable withholding taxes. |
| 4. These Shares reflect a 15-for-1 reverse stock split effective October 4, 2024. |
| 5. The Shares were held in the account of the Fund and may have previously been deemed to be beneficially owned by Kenan Lucas, the managing director and portfolio manager of the general partner of the Fund. The cash proceeds attributable to the securities held in the account of the Fund have been paid to the Fund pursuant to the terms of the Merger Agreement. |
| 6. The cash proceeds attributable to the Shares of restricted stock were paid to Harbert Fund Advisors, Inc., the investment adviser to the Fund for the benefit of the Fund, pursuant to the terms of the Merger Agreement. |
| Remarks: |
| The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ Kenan Lucas | 08/14/2025 | |
| ** 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 Number. | ||