| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CNVY | Common Stock, par value $0.01 per share | Disposed to Issuer | -$265K | -25.2K | -100% | $10.50 | 0 | Oct 7, 2022 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CNVY | Stock Option (right to buy) | Disposed to Issuer | -69.3K | -100% | 0 | Oct 7, 2022 | Common Stock, par value $0.01 per share | 69.3K | $9.92 | Direct | F3, F4 | ||
| transaction | CNVY | Restricted Stock Units | Disposed to Issuer | -27.1K | -100% | 0 | Oct 7, 2022 | Common Stock, par value $0.01 per share | 27.1K | Direct | F5, F6 |
William Carl Whitmer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On October 7, 2022, Convey Health Solutions Holdings, Inc. (the "Company") completed the transaction pursuant to which Commodore Merger Sub 2022, Inc. ("Merger Sub") merged with and into the Company (the "Merger") with the Company surviving the Merger (the "Surviving Corporation"). Subject to the terms and conditions of the Agreement and Plan of Merger, dated as of June 20, 2022, by and among Commodore Parent 2022, LLC, Merger Sub and the Company (the "Merger Agreement"), at the Effective Time (as defined in the Merger Agreement), each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $10.50 per share in cash, without interest. |
| F2 | In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the "NYSE") on October 6, 2022 of the anticipated closing of the Merger on the Closing Date and that trading of the shares of Company common stock should be suspended and listing of the Company common stock on the NYSE should be removed prior to the opening of business on the Closing Date. On October 6, 2022, the closing price of a share of Company common stock was $10.51 per share. |
| F3 | Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's options to acquire Company common stock, whether vested or unvested, remained outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable plan and award agreement, except that: (i) each such option is exercisable for that number of Surviving Corporation Shares (as defined in the Merger Agreement) equal to the product of (A) the number of shares of Company common stock subject to the option immediately before the Effective Time multiplied by (B) 0.01; and (ii) the per share exercise price for each Surviving Corporation Share issuable upon exercise of such option is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of such option immediately before the Effective Time by (B) 0.01. |
| F4 | Represents time-vesting stock options. 25% of the stock options vest on each of the first four anniversaries of March 1, 2021. |
| F5 | Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding Company restricted stock units ("RSUs") remained outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable plan and award agreement, except that each such RSU will settle in a number of Surviving Corporation Shares equal to the number of shares subject to the award immediately before the Effective Time multiplied by 0.01. |
| F6 | Represents 27,125 RSUs. RSUs are scheduled to vest March 28, 2023, subject to Mr. Whitmer's continued service through the vesting date. Prior to the Effective Time, each RSU represented a contingent right to receive one share of Company common stock and settled in common stock. |