| 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
CRH Medical Corp [ CRHM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/22/2021 | ||||||||||||||||||||||||||
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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) | $2.85 | 04/22/2021 | D | 250,000 | (2) | (3) | Common Shares | 250,000 | $1.13 | 250,000 | D | ||||
| Stock Option (Right to Buy)(1) | $2.85 | 04/22/2021 | D | 250,000 | (2) | (3) | Common Shares | 250,000 | $1.13 | 0 | D | ||||
| Restricted Share Units | (4) | 04/22/2021 | D | 1,000,000 | (2) | (5) | Common Shares | 1,000,000 | (2) | 0 | D | ||||
| Restricted Share Units | (4) | 04/22/2021 | D | 40,000 | (2) | 12/28/2020 | Common Shares | 40,000 | $4 | 0 | D | ||||
| Restricted Share Units | (4) | 04/22/2021 | D | 90,000 | (2) | (6) | Common Shares | 90,000 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Arrangement Agreement, dated as of February 6, 2021 (as amended, the "Arrangement Agreement"), by and among CRH Medical Corporation ("CRH"), WELL Health Technologies Corp. ("WELL"), WELL Health Acquisition Corp., a wholly owned subsidiary of WELL, and 1286392 B.C. Ltd, a wholly owned subsidiary of WELL, at 4:30 p.m. Eastern Time (the "Effective Time") on April 22, 2021 each common share of CRH (each, a "CRH share") issued and outstanding immediately before the Effective Time was transferred to a subsidiary of WELL, and the holders thereof became entitled to receive US$4.00 in cash, without interest and less any applicable withholding taxes (the "Share Consideration"), for each CRH share then held. |
| 2. All options to acquire CRH shares ("CRH options") and share units with respect to CRH shares ("CRH RSUs") outstanding immediately prior to the Effective Time were exchanged for either a cash payment equal to Share Consideration (less the applicable exercise price in respect of CRH options) or replacement options or restricted stock units with respect to WELL common shares, in accordance with the terms of the Arrangement Agreement and the plan of arrangement subject to the same vesting schedule as applied to the CRH RSUs. |
| 3. By their terms, the CRH options, unless earlier forfeited under their terms, were scheduled to vest 25% on April 8, 2020; 25% on April 8, 2021; 25% on April 8, 2022; and 25% on April 8, 2023 with a final expiration date of April 8, 2029. |
| 4. Each CRH RSU represented a contingent right to receive one CRH share. |
| 5. By their terms, the CRH RSUs were scheduled to vest on April 8, 2023. |
| 6. By their terms, the CRH RSUs were scheduled to vest 25% on each of the first four anniversaries of the grant date of December 14, 2020. |
| Remarks: |
| /s/ Richard Bear, Attorney-in-fact for Tushar Ramani | 04/27/2021 | |
| ** 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. | ||