Angela Fyfe - Mar 29, 2022 Form 4 Insider Report for Apria, Inc. (APR)

Role
EVP, Enterprise Services
Signature
/s/ Debra L. Morris, as Attorney-in-Fact
Stock symbol
APR
Transactions as of
Mar 29, 2022
Transactions value $
-$6,209,717
Form type
4
Date filed
3/29/2022, 04:30 PM
Previous filing
Mar 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APR Common Stock Disposed to Issuer -$183K -4.89K -100% $37.50 0 Mar 29, 2022 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction APR Stock Appreciation Rights Disposed to Issuer -$3.14M -97.6K -100% $32.17 0 Mar 29, 2022 Common Stock 97.6K $5.33 Direct F1, F2
transaction APR Stock Appreciation Rights Disposed to Issuer -$555K -17.2K -100% $32.17 0 Mar 29, 2022 Common Stock 17.2K $5.33 Direct F1, F3
transaction APR Stock Appreciation Rights Disposed to Issuer -$740K -23K -100% $32.17 0 Mar 29, 2022 Common Stock 23K $5.33 Direct F1, F4
transaction APR Stock Appreciation Rights Disposed to Issuer -$940K -32.2K -100% $29.22 0 Mar 29, 2022 Common Stock 32.2K $8.28 Direct F1, F5
transaction APR Restricted Stock Units Disposed to Issuer -$133K -3.54K -100% $37.50 0 Mar 29, 2022 Common Stock 3.54K Direct F1, F6, F7, F8
transaction APR LTIP Stock Units Award $0 +6.78K $0.00 6.78K Mar 29, 2022 Common Stock 6.78K Direct F6, F9, F10
transaction APR LTIP Stock Units Disposed to Issuer -$254K -6.78K -100% $37.50 0 Mar 29, 2022 Common Stock 6.78K Direct F1, F6, F9, F10
transaction APR Performance-based Restricted Stock Units Award $0 +7.08K $0.00 7.08K Mar 29, 2022 Common Stock 7.08K Direct F6, F9, F11
transaction APR Performance-based Restricted Stock Units Disposed to Issuer -$266K -7.08K -100% $37.50 0 Mar 29, 2022 Common Stock 7.08K Direct F1, F6, F9, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Angela Fyfe is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting in equal quarterly installments until March 25, 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.
F3 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.
F4 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, 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.
F5 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.
F6 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.
F7 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.
F8 Represents RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on June 10, 2022.
F9 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.
F10 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.
F11 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.