| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Convey Health Solutions Holdings, Inc. [ CNVY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/07/2022 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Stock Option (right to buy)(1)(2)(3) | $6.76(4) | 10/07/2022 | D | 47,765 | (3) | 03/02/2030 | Common Stock, par value $0.01 per share | 47,765 | (3) | 0 | D | ||||
| Restricted Stock Units(5) | (6) | 10/07/2022 | D | 47,468 | (6) | (6) | Common Stock, par value $0.01 per share | 47,468 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. On October 7, 2022, Convey Health Solutions Holdings, Inc. (the "Company") completed the transaction pursuant to which Commodore Merger Sub 2022, Inc. ("Merger Sub") merged with and into the Company (the "Merger") with the Company surviving the Merger (the "Surviving Corporation"). Subject to the terms and conditions of the Agreement and Plan of Merger, dated as of June 20, 2022, by and among Commodore Parent 2022, LLC, Merger Sub and the Company (the "Merger Agreement"), at the Effective Time (as defined in the Merger Agreement), each of the reporting person's options to acquire Company common stock, whether vested or unvested, remained outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable plan and award agreement, except that: |
| 2. (continued from footnote 1) (i) each such option is exercisable for that number of Surviving Corporation Shares (as defined in the Merger Agreement) equal to the product of (A) the number of shares of Company common stock subject to the option immediately before the Effective Time multiplied by (B) 0.01; and (ii) the per share exercise price for each Surviving Corporation Share issuable upon exercise of such option is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of such option immediately before the Effective Time by (B) 0.01. |
| 3. The options, together representing a right to purchase 47,765 shares, consist of (i) 23,883 time-vesting options and (ii) 23,882 performance-vesting options. Time-vesting options are subject to a five-year time-based vesting schedule, with 20% vesting on September 4, 2020 and the remainder vesting in 16 equal installments every three months thereafter. Performance-vesting options vest over a five-year performance period commencing in 2019, with 20% of the stock options eligible to vest each year of the performance period based on achievement of certain financial metrics. |
| 4. Exercise price reflects a reduction of $1.18 per award from original exercise price of $7.94 as part of a special dividend as previously disclosed in the Company's proxy statement for its 2022 annual meeting of stockholders. |
| 5. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding Company restricted stock units ("RSUs") remained outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable plan and award agreement, except that each such RSU will settle in a number of Surviving Corporation Shares equal to the number of shares subject to the award immediately before the Effective Time multiplied by 0.01. |
| 6. Represents 47,468 RSUs. RSUs are subject to a four year time-based vesting schedule with 25% vesting on March 28, 2023, and the remainder vesting in 12 equal installments every three months thereafter, subject to Ms. Pichardo's continued service through the applicable vesting date. Prior to the Effective Time, each RSU represented a contingent right to receive one share of Company common stock and settled in common stock. |
| /s/ Giovanni Castellanos, attorney-in-fact for Susana Pichardo | 10/12/2022 | |
| ** 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. | ||