| 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 | -$444K | -13.8K | -100% | $32.17 | 0 | Mar 29, 2022 | Common Stock | 13.8K | $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 | Restricted Stock Units | Disposed to Issuer | -$190K | -5.06K | -100% | $37.50 | 0 | Mar 29, 2022 | Common Stock | 5.06K | Direct | F1, F4, F5, F6 |
John R. Murphy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 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. |
| F3 | 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. |
| F4 | 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. |
| F5 | 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. |
| F6 | Represents RSUs granted in 2021, which were originally scheduled to vest on the earlier of (i) June 10, 2022 and (ii) the first regularly scheduled annual meeting of the stockholders of the Company following the grant date. |