| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RCM | Common Stock | Award | +98.2K | +2.9% | 3.49M | Nov 19, 2024 | Direct | F3 | ||
| transaction | RCM | Common Stock | Disposed to Issuer | -$49.8M | -3.49M | -100% | $14.30 | 0 | Nov 19, 2024 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RCM | Stock Option (right to buy) | Disposed to Issuer | -944K | -100% | 0 | Nov 19, 2024 | Common Stock | 944K | Direct | F4 |
Joseph Gerard Flanagan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated July 31, 2024, by and among the Issuer, Raven Acquisition Holdings, LLC ("Parent") and Project Raven Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), at the time of the Merger (the "Effective Time") the reported securities were disposed of, with 3,371,490 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), cancelled and converted into the right to receive $14.30 per share in cash without interest (the "Merger Consideration"). |
| F2 | Represents 15,651 shares of Common Stock of the Issuer underlying restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time and (b) the Merger Consideration. |
| F3 | Represents 98,238 shares of Common Stock of the Issuer underlying performance-based restricted stock units ("PBRSUs") of the Issuer which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and converted in accordance with their terms into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Common Stock subject to such PBRSUs as of immediately prior to the Effective Time (determined in accordance with the terms of the respective PBRSU award) and (b) the Merger Consideration. |
| F4 | Each outstanding option to purchase Common Stock ("Options") held by the Reporting Person that was outstanding and unexercised immediately prior to or upon the Effective Time, whether vested or unvested, was, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Common Stock subject to such Option and (b) the amount by which the Merger Consideration exceeds the applicable per share exercise price of such Option, with any Options that have a per share exercise price equal to or exceeding the Merger Consideration being cancelled for no consideration as of the Effective Time. |