Robert Thomas Freeman - Mar 26, 2021 Form 3/A - Amendment Insider Report for Alignment Healthcare, Inc. (ALHC)

Signature
/s/ Richard A. Cross, as Attorney-in-Fact, for Robert Thomas Freeman
Stock symbol
ALHC
Transactions as of
Mar 26, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
5/13/2021, 05:21 PM
Date Of Original Report
Mar 26, 2021
Previous filing
May 13, 2021
Next filing
Oct 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ALHC Common Stock, par value $0.001 per share ("Common Stock") 284K Mar 26, 2021 Direct F1, F2
holding ALHC Common Stock 879K Mar 26, 2021 See Footnote F3, F4

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
holding ALHC Stock Option (right to buy) Mar 26, 2021 Common Stock 763K $18.00 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 116,506 shares of Common Stock of Alignment Healthcare, Inc. (the "Company"); 106,841 restricted shares of Common Stock of the Company that will vest upon a change of control of the Company or otherwise (A) if received in exchange for pre-IPO (as defined below) transaction-based incentive units, on the later of (x) the four-year anniversary of the initial vesting date, or (y) 50% on the first anniversary of Company's initial public offering (the "IPO") and 50% on the second anniversary of the IPO, in each case, subject to Mr. Freeman's continued employment or service on each such vesting date and (B) if received in exchange for pre-IPO service-based incentive units, according to the pre-IPO vesting schedule applicable to Mr. Freeman disclosed in the "Executive Compensation - Outstanding Equity Awards at Fiscal Year End" section of the Company's registration statement on Form S-1.
F2 Also represents 60,569 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Company, that will vest 25% on the first four anniversaries of the initial vesting date.
F3 Represents 381,535 shares of Common Stock of the Company and 497,602 restricted shares of Common Stock of the Company that will vest upon a change of control of the Company or otherwise (A) if received in exchange for pre-IPO transaction-based incentive units, on the later of (x) the four-year anniversary of the initial vesting date, or (y) 50% on the first anniversary of Company's IPO and 50% on the second anniversary of the IPO, in each case, subject to Mr. Freeman's continued employment or service on each such vesting date and (B) if received in exchange for pre-IPO service-based incentive units, according to the pre-IPO vesting schedule applicable to Mr. Freeman disclosed in the "Executive Compensation - Outstanding Equity Awards at Fiscal Year End" section of the Company's registration statement on Form S-1.
F4 Represents securities held by FCO Holdings LLC, a limited liability company owned by FCO Holdings Trust One, an irrevocable trust of which Mr. Freeman is an indirect beneficiary.
F5 Vest 25% on the first four anniversaries of the initial vesting date.

Remarks:

This Form 3 amends and restates in its entirety the Form 3 filed by Mr. Freeman on March 26, 2021. The purpose of this Form 3 is to correct the form of ownership of 45,427 restricted stock units and 572,040 stock options which were inadvertently reported as being held indirectly in the original Form 3. Such restricted stock units and stock options are held directly by Mr. Freeman. This amendment does not affect Mr. Freeman's aggregate beneficial ownership of non-derivative and derivative securities of the Company.