Elizabeth K. Carver - Aug 9, 2023 Form 4 Insider Report for LIMEADE, INC (NONE)

Role
Chief People Officer
Signature
/s/ Paul Crick, Attorney-in-Fact
Stock symbol
NONE
Transactions as of
Aug 9, 2023
Transactions value $
$0
Form type
4
Date filed
8/9/2023, 04:41 PM
Previous filing
Oct 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NONE Common Stock Disposed to Issuer -819K -100% 0 Aug 9, 2023 Direct F1, F2

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 NONE Stock Option (Right to Buy) Disposed to Issuer $0 -800K -100% $0.00* 0 Aug 9, 2023 Common Stock 800K $0.47 Direct F1, F3
transaction NONE Stock Option (Right to Buy) Disposed to Issuer $0 -205K -100% $0.00* 0 Aug 9, 2023 Common Stock 205K $0.29 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Elizabeth K. Carver is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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"). 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 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.
F3 This option, which was unvested at the effective time and had an exercise price greater than the Merger Consideration, was cancelled automatically at the effective time for no consideration.

Remarks:

By virtue of the Merger Agreement, the reporting person has ceased being a Section 16 officer of the Company.