Bradford Kyle Armbrester - Mar 29, 2023 Form 4 Insider Report for Signify Health, Inc. (SGFY)

Role
Chief Executive Officer, Director
Signature
/s/ Adam McAnaney, as attorney-in-fact for Kyle Bradford Armbrester
Stock symbol
SGFY
Transactions as of
Mar 29, 2023
Transactions value $
$0
Form type
4
Date filed
3/29/2023, 09:03 AM
Previous filing
Mar 9, 2023
Next filing
May 19, 2023

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 +3,686,599 +966.18% 4,068,165 Mar 29, 2023 Direct F1
transaction SGFY Class A Common Stock +Conversion of derivative security +1,043,854 1,043,854 Mar 29, 2023 By KA Family Investments, LLC F1, F9
transaction SGFY Class A Common Stock +Conversion of derivative security +1,260,625 1,260,625 Mar 29, 2023 By PA Family Enterprises, LLC F1, F9
transaction SGFY Class A Common Stock -Disposed to Issuer -348,097 -8.56% 3,720,068 Mar 29, 2023 Direct F2, F3
transaction SGFY Class B Common Stock -Disposed to Issuer -3,686,599 -100% 0 Mar 29, 2023 Direct F4
transaction SGFY Class B Common Stock -Disposed to Issuer -1,043,854 -100% 0 Mar 29, 2023 By KA Family Investments, LLC F4, F9
transaction SGFY Class B Common Stock -Disposed to Issuer -1,260,625 -100% 0 Mar 29, 2023 By PA Family Enterprises, LLC F4, F9
transaction SGFY Class A Common Stock -Disposed to Issuer -3,720,068 -100% 0 Mar 29, 2023 Direct F5
transaction SGFY Class A Common Stock -Disposed to Issuer -1,043,854 -100% 0 Mar 29, 2023 By KA Family Investments, LLC F5, F9
transaction SGFY Class A Common Stock -Disposed to Issuer -1,260,625 -100% 0 Mar 29, 2023 By PA Family Enterprises, LLC F5, F9

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 -3,686,599 -100% 0 Mar 29, 2023 Class A Common Stock 3,686,599 Direct F1
transaction SGFY LLC Units in Cure Aggregator, LLC -Conversion of derivative security -1,043,854 -100% 0 Mar 29, 2023 Class A Common Stock 1,043,854 By KA Family Investments, LLC F1, F9
transaction SGFY LLC Units in Cure Aggregator, LLC -Conversion of derivative security -1,260,625 -100% 0 Mar 29, 2023 Class A Common Stock 1,260,625 By PA Family Enterprises, LLC F1, F9
transaction SGFY Employee Stock Options (Right to Buy) -Disposed to Issuer -634,257 -100% 0 Mar 29, 2023 Class A Common Stock 634,257 $14.19 Direct F6, F7, F8

Bradford Kyle Armbrester 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"), the Reporting Person directly received 3,686,599 shares of the Issuer's Class A Common Stock ("Class A Common Stock") and entities affiliated with the Reporting Person received 1,043,854 and 1,260,625 shares of Class A Common Stock, respectively, 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, 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") equal to the number of shares of Class A Common Stock subject to such Rollover RSU multiplied by a fraction,
F3 (Continued from Footnote 2) the numerator of which is 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").
F4 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.
F5 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 an amount in cash equal to $30.50 (the "Per Share Consideration").
F6 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"),
F7 (Continued from Footnote 6) 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.
F8 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.
F9 The Reporting Person serves as sole manager of the LLCs, the membership interests of which are held through family trusts, the beneficiaries of which are the Reporting Person or his immediate family members.