David K. Morris - 27 Sep 2024 Form 4 Insider Report for Guardian Pharmacy Services, Inc. (GRDN)

Role
Executive Vice President and Chief Financial Officer, Director
Signature
/s/ Douglas Towns, Attorney-in-Fact
Issuer symbol
GRDN
Transactions as of
27 Sep 2024
Net transactions value
$0
Form type
4
Filing time
01 Oct 2024, 17:53:20 UTC
Previous filing
25 Sep 2024
Next filing
07 Feb 2025
SEC
View on sec.gov

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 GRDN Class B Common Stock Award +2,567,477 2,567,477 27 Sep 2024 Class A Common Stock 2,567,477 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Class B common stock issued pursuant to the Agreement and Plan of Merger, dated as of September 27, 2024 (the "Merger Agreement"), by and among Guardian Pharmacy Services, Inc. (the "Issuer"), Guardian Merger Corp., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Guardian Pharmacy, LLC, providing for the merger of Merger Sub with and into Guardian Pharmacy, LLC. As a result of the merger and pursuant to the Merger Agreement, each issued and outstanding common unit of Guardian Pharmacy, LLC (other than common units held by Guardian Investor, Inc.) was converted into one share of Class B common stock and the right to receive $1.02 in cash. The shares of Class B common stock issued will automatically convert into shares of Class A common stock on a one-for-one basis in four equal tranches on each of March 28, 2025, September 27, 2025, March 28, 2026 and September 27, 2026.

Remarks:

Executive Vice President and Chief Financial Officer