| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PRAH | Common Stock | Disposed to Issuer | -46.5K | -100% | 0 | Jul 1, 2021 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PRAH | Stock Option (Right to Buy) | Disposed to Issuer | -39K | -100% | 0 | Jul 1, 2021 | Common Stock | 39K | $75.81 | Direct | F3, F7 | ||
| transaction | PRAH | Stock Option (Right to Buy) | Disposed to Issuer | -45K | -100% | 0 | Jul 1, 2021 | Common Stock | 45K | $102.44 | Direct | F4, F7 | ||
| transaction | PRAH | Stock Option (Right to Buy) | Disposed to Issuer | -62K | -100% | 0 | Jul 1, 2021 | Common Stock | 62K | $95.94 | Direct | F5, F7 | ||
| transaction | PRAH | Stock Option (Right to Buy) | Disposed to Issuer | -63.6K | -100% | 0 | Jul 1, 2021 | Common Stock | 63.6K | $103.30 | Direct | F6, F7 | ||
| transaction | PRAH | Restricted Stock Unit | Disposed to Issuer | -21K | -100% | 0 | Jul 1, 2021 | Common Stock | 21K | Direct | F8, F9 | |||
| transaction | PRAH | Restricted Stock Unit | Disposed to Issuer | -4K | -100% | 0 | Jul 1, 2021 | Common Stock | 4K | Direct | F8, F10 | |||
| transaction | PRAH | Restricted Stock Unit | Disposed to Issuer | -52K | -100% | 0 | Jul 1, 2021 | Common Stock | 52K | Direct | F8, F11 |
Colin Shannon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger (as it may be amended from time to time) (the "Merger Agreement"), dated as of February 24, 2021, by and among the Issuer, ICON plc ("ICON"), ICON US Holdings Inc. ("US HoldCo") and Indigo Merger Sub, Inc., each share of the Issuer's common stock was converted into the right to receive from ICON, 0.4125 of one ordinary share of ICON, and, from US HoldCo, $80.00 in cash, without any interest thereon (collectively, the "Merger Consideration"). |
| F2 | Pursuant to the Merger Agreement, each award of restricted stock of the Issuer that is outstanding immediately prior to the effective time of the merger was converted into the right to receive the Merger Consideration. |
| F3 | The option vests in four annual installments, commencing on August 29, 2018 at 20% of the grant in the first two years and 30% of the grant in the remaining two years thereafter. |
| F4 | The option vests in four equal annual installments of 22,500 beginning on August 16, 2019. |
| F5 | The option vests in three equal annual installments of 31,000 beginning on August 13, 2020. |
| F6 | The option vests in three equal annual installments of 31,780 beginning on June 1, 2021. |
| F7 | Pursuant to the Merger Agreement, each outstanding stock option of the Issuer, whether vested or unvested, as of immediately prior to the effective time of the merger was, at the effective time of the merger, converted into an option to purchase a number of ordinary shares of ICON equal to the product of (i) the number of shares of the Issuer's common stock subject to such Issuer stock option and (ii) 0.788496037 (the "Parent Equity Conversion Ratio") (rounded down to the nearest whole ordinary share of ICON), with an exercise price equal to the quotient of (x) the exercise price of such Issuer stock option and (y) the Parent Equity Conversion Ratio (rounded up to the nearest whole cent), subject to the same terms and conditions (including vesting conditions) applicable to such Issuer stock option. |
| F8 | Pursuant to the Merger Agreement, each outstanding award of restricted stock units of the Issuer as of immediately prior to the effective time of the merger was, at the effective time of the merger, converted into a number of restricted stock units of ICON equal to the product of (i) the number of restricted stock units of the Issuer and (ii) the Parent Equity Conversion Ratio, rounded down to the nearest whole ordinary share of ICON, subject to the same terms and conditions (including vesting conditions) applicable to such Issuer restricted stock units. |
| F9 | Restricted stock units convert into the Issuer's common stock on a one-for one basis in an amount equal to one-third of the total amount per year on each anniversary of June 1, 2020, the grant date, subject to the holder's continued service through each vesting date. |
| F10 | Restricted stock units convert into the Issuer's common stock on a one-for one basis in an amount equal to 50% of the total amount per year on each anniversary of June 1, 2020, the grant date, subject to the holder's continued service through each vesting date. |
| F11 | Restricted stock units convert into the Issuer's common stock on a one-for-one basis in an amount equal to one-third of the total amount per year on each anniversary of June 1, 2021, the grant date, subject to the holder's continued service through each vesting date |