Roy T. K. Thung - 15 Feb 2022 Form 4 Insider Report for INDEPENDENCE HOLDING CO

Role
Chairman and CEO, Director
Signature
/s/ Roy T K Thung
Issuer symbol
N/A
Transactions as of
15 Feb 2022
Net transactions value
-$9,391,491
Form type
4
Filing time
16 Feb 2022, 09:13:26 UTC
Previous filing
09 Feb 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IHC Common Stock, $1.00 par value per share Disposed to Issuer $9,391,491 -164,763 -100% $57.00 0 15 Feb 2022 Direct F1

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 IHC Employee Stock Option (Right to Buy) Disposed to Issuer -82,500 -100% 0 15 Feb 2022 Common Stock 82,500 $27.65 Direct F1, F2, F3
transaction IHC Employee Stock Option (Right to Buy) Disposed to Issuer -176,000 -100% 0 15 Feb 2022 Common Stock 176,000 $37.38 Direct F1, F2, F3
transaction IHC Stock Appreciation Right (Common Stock) Disposed to Issuer -16,500 -100% 0 15 Feb 2022 Common Stock 16,500 $27.65 Direct F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Roy T. K. Thung is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger, by and among Independence Holding Company, Geneve Holdings, Inc. and Geneve Acquisition Corp. dated November 9, 2021 (the "Merger Agreement"), on the effective date of the merger.
F2 Provides for vesting in equal 1/3 installments on each of the first three annual anniversaries of the grant/transaction date.
F3 On the effective date of the merger, all outstanding stock options, whether vested or not then vested, were cancelled, extinguished and converted into the right to receive the excess of (x) the $57.00 merger consideration over (y) the exercise price of such stock option pursuant to the Merger Agreement.
F4 On the effective date of the merger, all outstanding stock appreciation rights (SARs), were cancelled, extinguished and converted into the right to recceive the excess of (x) the $57.00 merger consideration over (y) the exercise price linked to such SAR pursuant to the Merger Agreement.