Director Stonehill Capital Management Llc converted options into 8,696 shares and was granted 46,512 shares (SEC Form 4)
$MDRX
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
Veradigm Inc. [ MDRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2025 | ||||||||||||||||||||||||||
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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, par value $0.01 per share | 05/31/2025 | M | 8,696 | A | (1) | 8,696 | I | See Footnotes(3)(4) | ||
| Common Stock, par value $0.01 per share | 06/01/2025 | A | 46,512(2) | A | $0 | 55,208 | I | See Footnotes(3)(4) | ||
| Common Stock, par value $0.01 per share | 9,612,586 | I | See Footnotes(4)(5) | |||||||
| Common Stock, par value $0.01 per share | 11,435,151 | I | See Footnotes(4)(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 | ||||||||
| Restricted Stock Units | (1) | 05/31/2025 | M | 8,696 | (7) | (7) | Common Stock | 8,696 | $0 | 0 | I | See Footnotes(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock. |
| 2. Award of Restricted Stock Units granted under the Veradigm, Inc. Amended and Restated 2024 Stock Incentive Plan on June 2, 2025 (the "Grant Date"). The grant vests 100% on the first anniversary of the Grant Date. |
| 3. Held directly by Jonathan Sacks. |
| 4. Stonehill Capital Management LLC ("Management") is the manager of Stonehill Institutional Partners, L.P. (the "Fund") and Stonehill Master Fund Ltd (the "Master Fund"). John Motulsky, Jonathan Sacks, Peter Sisitsky, Michael Thoyer, Michael Stern, Samir Arora and Garrett Zwahlen are the managing members of Management. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| 5. Held directly by the Master Fund. |
| 6. Held directly by the Fund. |
| 7. Restricted Stock Units granted under the Veradigm, Inc. 2024 Veradigm Stock Incentive Plan on March 24, 2025. The award vested 100% on May 31, 2025. |
| /s/ Paul Malek - Stonehill Capital Management LLC, by: Paul Malek, Authorized Signatory | 06/03/2025 | |
| /s/ Paul Malek - Stonehill Master Fund Ltd., by: Paul Malek, Authorized Signatory | 06/03/2025 | |
| /s/ Paul Malek - Stonehill Institutional Partners LP, by: Paul Malek, Authorized Signatory | 06/03/2025 | |
| /s/ Paul Malek, as Attorney-in-Fact for John Motulsky | 06/03/2025 | |
| /s/ Paul Malek, as Attorney-in-Fact for Peter Sisitsky | 06/03/2025 | |
| /s/ Paul Malek, as Attorney-in-Fact for Michael Thoyer | 06/03/2025 | |
| /s/ Paul Malek, as Attorney-in-Fact for Michael Lenard Stern | 06/03/2025 | |
| /s/ Paul Malek, as Attorney-in-Fact for Samir Arora | 06/03/2025 | |
| /s/ Paul Malek, as Attorney-in-Fact for Garrett Zwahlen | 06/03/2025 | |
| ** 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. | ||