| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SGFY | Class A Common Stock | Disposed to Issuer | -25K | -76.35% | 7.74K | Mar 29, 2023 | Direct | F1, F2 | ||
| transaction | SGFY | Class A Common Stock | Disposed to Issuer | -7.74K | -100% | 0 | Mar 29, 2023 | Direct | F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SGFY | Employee Stock Options (Right to Buy) | Disposed to Issuer | -142K | -100% | 0 | Mar 29, 2023 | Class A Common Stock | 142K | $8.46 | Direct | F4, F5 | ||
| transaction | SGFY | Employee Stock Options (Right to Buy) | Disposed to Issuer | -44.4K | -100% | 0 | Mar 29, 2023 | Class A Common Stock | 44.4K | $14.19 | Direct | F4, F5, F6 |
Laurence Orton is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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"), as of the effective time of the merger (the "Effective Time"), each restricted stock unit with respect to shares of the Issuer's Class A Common Stock (each, an "Issuer RSU") that was not (i) outstanding immediately prior to the Effective Time to the extent vested and unsettled or (ii) 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 and was outstanding immediately prior to the Effective Time (each, a "Rollover RSU") was converted into a restricted stock unit, subject to substantially the same terms and conditions as were applicable under such Rollover RSU, with respect to a number of shares of common stock of CVS Health Corporation ("CVS Health Stock") |
| F2 | (Continued from Footnote 1) equal to the number of shares of the Issuer's Class A Common Stock ("Class A Common Stock") subject to such Rollover RSU multiplied by a fraction, the numerator of which is $30.50 (the "Per Share Consideration") and the denominator of which is the volume weighted average trading price (rounded to the nearest $0.01) of one share of CVS Health Stock on the New York Stock Exchange as reported on Bloomberg L.P. under the function "VWAP" (or, if not reported therein, in another authoritative source mutually selected by the parties) for the ten (10) consecutive trading days ending on (and including) the trading day that is three (3) trading days prior to the date of the closing of the Merger (the "Exchange Ratio"). |
| F3 | 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. |
| F4 | Pursuant to the Merger Agreement, each option to purchase a share of Class A Common Stock (each, an "Issuer Option") granted by Issuer under an Issuer stock plan that was (i) outstanding as of immediately prior to the Effective Time and was vested and unexercised (but not, for the avoidance of doubt, (x) any unvested Issuer Option that was outstanding immediately prior to the Effective Time with an exercise price that is equal to or greater than $30.50 or (y) any Issuer Option that is forfeited due to failure to satisfy performance-based conditions) or (ii) outstanding immediately prior to the Effective Time and was held by a non-employee director, consultant or independent contractor of the Issuer (whether vested or unvested) (each, a "Cash-Out Option"), |
| F5 | (Continued from Footnote 4) was cancelled and converted into the right to receive an amount in cash equal to the product of (1) the excess, if any, of the Per Share Consideration over the per-share exercise price of such Cash-Out Option, multiplied by (2) the number of shares of Class A Common Stock then subject to such Cash-Out Option as of immediately prior to the Effective Time. |
| F6 | Pursuant to the Merger Agreement, each Issuer Option that is not a Cash-Out Option and is outstanding immediately prior to the Effective Time (each, a "Rollover Stock Option") was converted into an option to acquire, on substantially the same terms and conditions as were applicable under such Rollover Stock Option, the number of shares of CVS Health Stock (rounded down to the nearest whole share), determined by multiplying (x) the number of shares of Class A Common Stock subject to such Rollover Stock Option immediately prior to the Effective Time by (y) the Exchange Ratio, at an exercise price per share of CVS Health Stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Class A Common Stock subject to such Rollover Stock Option divided by (B) the Exchange Ratio. |