| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NONE | Common Stock | Disposed to Issuer | -299K | -100% | 0 | Aug 9, 2023 | Direct | F1, F2 | ||
| transaction | NONE | Common Stock | Disposed to Issuer | -422K | -100% | 0 | Aug 9, 2023 | Direct | F1, F3 |
Paul Crick is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On August 9, 2023 (the "Closing Date"), WebMD Health Corp, a Delaware corporation ("Buyer"), acquired the Company pursuant to a certain Agreement and Plan of Merger entered into by and among the Company, Buyer and Lotus Merger Sub, Inc. a Washington corporation and wholly owned subsidiary of Buyer ("Merger Sub"), dated as of June 8, 2023 (the "Merger Agreement"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Company's common stock (other than certain excluded shares) automatically converted into the right to receive USD$0.284 in cash (the "Merger Consideration"). |
| F2 | A portion of this amount consists of restricted stock units with time-based vesting that were previously reported in Table I. At the effective time of the Merger 249,248 of these restricted stock units automatically converted into the right to receive an amount in cash equal to the Merger Consideration. |
| F3 | This amount consists of an award of restricted stock units with time-based vesting that was not included on prior reports. Each restricted stock unit was cancelled automatically at the effective time and converted into the contingent right to receive an amount in cash equal to the Merger Consideration, subject to the same terms and conditions as applied to the restricted stock units prior to the Merger. |
By virtue of the Merger Agreement, the reporting person has ceased being a Section 16 officer of the Company.