Robert Thomas Freeman - 25 Mar 2021 Form 4/A - Amendment Insider Report for Alignment Healthcare, Inc. (ALHC)

Role
Chief Financial Officer
Signature
/s/ Richard A. Cross, as Attorney-in-Fact, for Robert Thomas Freeman
Issuer symbol
ALHC
Transactions as of
25 Mar 2021
Net transactions value
-$655,007
Form type
4/A - Amendment
Filing time
13 May 2021, 17:22:47 UTC
Date Of Original Report
08 Apr 2021
Next filing
13 May 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALHC Common Stock, par value $0.001 per share ("Common Stock") Award $0 +57,090 +34% $0.000000 223,347 25 Mar 2021 Direct F1, F2
transaction ALHC Common Stock Award $0 +60,569 +27% $0.000000 283,916 25 Mar 2021 Direct F3
transaction ALHC Common Stock Sale $655,007 -38,919 -4.4% $16.83 840,218 06 Apr 2021 See footnote F4, F5

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 ALHC Stock Option (right to buy) Award $0 +762,270 +169393% $0.000000 762,720 25 Mar 2021 Common Stock 762,720 $18.00 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 38,060 shares of Common Stock of Alignment Healthcare, Inc. (the "Company") and 19,030 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 stock appreciation rights, 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 Ms. Freeman's continued employment or service on each such vesting date and (B) if received in exchange for pre-IPO service-based stock appreciation rights, and (Continued in Footnote 2)
F2 (Continued From Footnote 1) (B) if received in exchange for pre-IPO service-based stock appreciation rights, 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. The securities covered by such transaction were previously included on Mr. Freeman's Form 3.
F3 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. The securities covered by such transaction were previously included on Mr. Freeman's Form 3.
F4 Represents 38,919 shares of Common Stock sold pursuant to the partial exercise by the underwriters of their over-allotment option after the closing of the Company's initial public offering, at a price of $16.83 (net of underwriting discount).
F5 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.
F6 Represents 762,720 options to purchase Common Stock of the Company at the initial public offering price. The securities covered by such transaction were previously included on Mr. Freeman's Form 3.
F7 Vest 25% on the first four anniversaries of the initial vesting date.

Remarks:

This Form 4 amends and restates in its entirety the Form 4 filed by Mr. Freeman on April 8, 2021. The purpose of this Form 4 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 4. 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.