Brandon H. Hull - Mar 29, 2023 Form 4 Insider Report for Signify Health, Inc. (SGFY)

Role
Director
Signature
/s/ Adam McAnaney, as attorney-in-fact for Brandon H. Hull
Stock symbol
SGFY
Transactions as of
Mar 29, 2023
Transactions value $
$0
Form type
4
Date filed
3/29/2023, 08:47 AM
Previous filing
May 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SGFY Class A Common Stock Conversion of derivative security +1.03M 1.03M Mar 29, 2023 By BAY 28 LLC F1, F5
transaction SGFY Class A Common Stock Disposed to Issuer -14.7K -40.21% 21.8K Mar 29, 2023 Direct F2
transaction SGFY Class B Common Stock Disposed to Issuer -1.03M -100% 0 Mar 29, 2023 By BAY 28 LLC F3, F5
transaction SGFY Class A Common Stock Disposed to Issuer -1.03M -100% 0 Mar 29, 2023 By BAY 28 LLC F4, F5
transaction SGFY Class A Common Stock Disposed to Issuer -21.8K -100% 0 Mar 29, 2023 Direct F4

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 SGFY LLC Units in Cure Aggregator, LLC Conversion of derivative security -1.03M -100% 0 Mar 29, 2023 Class A Common Stock 1.03M By BAY 28 LLC F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brandon H. Hull 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, 2023, pursuant to that certain Agreement and Plan of Merger, dated September 2, 2022, between the Issuer, CVS Pharmacy, Inc. ("Parent") and Noah Merger Sub, Inc. (the "Merger Agreement"), an entity affiliated with the Reporting Person received 1,030,500 shares of the Issuer's Class A Common Stock ("Class A Common Stock") pursuant to the exchange by Cure Aggregator, LLC of LLC Units of Cure TopCo, LLC ("LLC Units") for the Issuer's Class A Common Stock on a one-for one basis (and the corresponding cancellation of an equal number of shares of the Issuer's Class B Common Stock ("Class B Common Stock")), and the subsequent distribution by Cure Aggregator, LLC to the Reporting Person of such shares of Class A Common Stock.
F2 Pursuant to the Merger Agreement, each restricted stock unit with respect to shares of the Issuer's Class A Common Stock (each, an "Issuer RSU"), that was (i) outstanding immediately prior to the effective time of the merger (the "Effective Time") to the extent vested and unsettled and (ii) any Issuer RSU that was outstanding immediately prior to the Effective Time and was held by any person who is a non-employee director, consultant or independent contractor engaged by the Issuer (each, a "Cash-Out RSU"), was cancelled and converted into the right to receive an amount in cash equal to (1) to $30.50 (the "Per Share Consideration") multiplied by (2) the number of shares of the Issuer's Class A Common Stock subject to such Cash-Out RSU.
F3 Pursuant to the Merger Agreement, each share of Class B Common Stock outstanding and held by the Reporting Person immediately prior to the Effective Time, was cancelled.
F4 Pursuant to the Merger Agreement, each share of Class A Common Stock outstanding and held by the Reporting Person immediately prior to the Effective Time, was cancelled and converted into the right to receive the Per Share Consideration.
F5 The Reporting Person serves as sole manager of the LLC, the membership interests of which are held through family trusts, the beneficiaries of which are the Reporting Person or his immediate family members.