SEC Form 4: Walker Robert P. returned $192,450 worth of shares to the company (5,132 units at $37.50), closing all direct ownership in the company (tax liability)
$APR
Medical/Dental Instruments
Health Care
| 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
Apria, Inc. [ APR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/29/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 03/29/2022 | D(1) | 5,132 | D | $37.5(1) | 0 | D | |||
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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 Appreciation Rights | $2.07 | 03/29/2022 | D(1)(2) | 37,513 | (2) | 03/09/2027 | Common Stock | 37,513 | $35.43(2) | 0 | D | ||||
| Stock Appreciation Rights | $4.67 | 03/29/2022 | D(1)(2) | 39,326 | (2) | 03/09/2027 | Common Stock | 39,326 | $32.83(2) | 0 | D | ||||
| Stock Appreciation Rights | $5.33 | 03/29/2022 | D(1)(3) | 17,249 | (3) | 10/08/2029 | Common Stock | 17,249 | $32.17(3) | 0 | D | ||||
| Stock Appreciation Rights | $5.33 | 03/29/2022 | D(1)(4) | 22,999 | (4) | 05/12/2030 | Common Stock | 22,999 | $32.17(4) | 0 | D | ||||
| Stock Appreciation Rights | $8.28 | 03/29/2022 | D(1)(2) | 17,714 | (2) | 02/20/2025 | Common Stock | 17,714 | $29.22(2) | 0 | D | ||||
| Stock Appreciation Rights | $8.28 | 03/29/2022 | D(1)(2) | 8,697 | (2) | 06/05/2025 | Common Stock | 8,697 | $29.22(2) | 0 | D | ||||
| Stock Appreciation Rights | $8.28 | 03/29/2022 | D(1)(2) | 67,573 | (2) | 03/09/2027 | Common Stock | 67,573 | $29.22(2) | 0 | D | ||||
| Stock Appreciation Rights | $8.28 | 03/29/2022 | D(1)(2) | 5,751 | (2) | 10/08/2029 | Common Stock | 5,751 | $29.22(2) | 0 | D | ||||
| Restricted Stock Units | (5) | 03/29/2022 | D(1)(6) | 3,541 | (7) | (7) | Common Stock | 3,541 | $37.5(6) | 0 | D | ||||
| LTIP Units | (5) | 03/29/2022 | A(8) | 6,784 | (9) | (9) | Common Stock | 6,784 | $0.00 | 6,784 | D | ||||
| LTIP Units | (5) | 03/29/2022 | D(1)(8) | 6,784 | (9) | (9) | Common Stock | 6,784 | $37.5(8) | 0 | D | ||||
| Performance-based Restricted Stock Units | (5) | 03/29/2022 | A(8) | 7,082 | (10) | (10) | Common Stock | 7,082 | $0.00 | 7,082 | D | ||||
| Performance-based Restricted Stock Units | (5) | 03/29/2022 | D(1)(8) | 7,082 | (10) | (10) | Common Stock | 7,082 | $37.5(8) | 0 | D | ||||
| Explanation of Responses: |
| 1. On March 29, 2022, Owens & Minor, Inc. ("Owens & Minor") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, dated as of January 7, 2022 (the "Merger Agreement"), by and among the Issuer, Owens & Minor and StoneOak Merger Sub Inc., an indirect, wholly owned subsidiary of Owens & Minor ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Owens & Minor. At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $37.50 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax. |
| 2. Pursuant to the Merger Agreement, these fully vested stock appreciation rights were canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger. |
| 3. Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting in equal quarterly installments until August 15, 2024, became fully vested and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger. |
| 4. Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting as follows: (a) 20% vest on May 12, 2021, and (b) the remaining to vest in equal quarterly installments ending on May 12, 2025, became fully vested and canceled and entitled the holder to receive an amount of cash equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger. |
| 5. Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee. |
| 6. Pursuant to the Merger Agreement, each restricted stock unit ("RSU") became fully vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such RSU, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. |
| 7. Represents RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on June 10, 2022. |
| 8. In connection with the Merger, certain performance-based Restricted Stock Units ("PSUs") and long-term incentive plan units ("LTIP") were vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such PSU or LTIP, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. |
| 9. Represents LTIP awards granted in 2020 which were originally scheduled to vest in equal quarterly installments beginning on March 31, 2020, subject to the satisfaction of certain performance criteria as determined at the end of the three year performance period. |
| 10. Represents PSUs granted in 2021 pursuant to the Issuer's 2021 omnibus incentive plan, which were originally scheduled to vest based on the achievement of certain performance criteria. |
| Remarks: |
| /s/ Debra L. Morris, as Attorney-in-Fact | 03/29/2022 | |
| ** 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. | ||