William E. Bindley - Sep 27, 2024 Form 4 Insider Report for Guardian Pharmacy Services, Inc. (GRDN)

Role: Director
Signature: /s/ Douglas Towns, Attorney-in-Fact
Stock symbol: GRDN
Transactions as of: Sep 27, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/1/2024, 06:42 PM
Previous filing: Sep 25, 2024

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		+24.4M			24.4M	Sep 27, 2024	Class A Common Stock	24.4M		By Bindley Capital Partners I, LLC	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.

Content

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.