Mark A. Morais - 30 Jun 2023 Form 4/A - Amendment Insider Report for Fortrea Holdings Inc. (FTRE)

Role
Chief Operating Officer
Signature
/s/ James Stillman Hanson, Attorney-in-Fact for Mark A. Morais
Issuer symbol
FTRE
Transactions as of
30 Jun 2023
Net transactions value
$0
Form type
4/A - Amendment
Filing time
19 Jul 2023, 16:57:38 UTC
Date Of Original Report
05 Jul 2023
Previous filing
21 Jun 2023
Next filing
21 Aug 2023
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 FTRE Restricted Stock Unit Award $0 +1,260 $0.000000 1,260 30 Jun 2023 Common Stock 1,260 Direct F1, F2, F3
transaction FTRE Restricted Stock Unit Award $0 +527 +42% $0.000000 1,787 30 Jun 2023 Common Stock 527 Direct F1, F2, F3, F4
transaction FTRE Restricted Stock Unit Award $0 +2,420 +135% $0.000000 4,207 30 Jun 2023 Common Stock 2,420 Direct F1, F2, F4, F5
transaction FTRE Restricted Stock Unit Award $0 +6,760 +161% $0.000000 10,967 30 Jun 2023 Common Stock 6,760 Direct F1, F2, F4, F6
transaction FTRE Restricted Stock Unit Award $0 +33,013 +301% $0.000000 43,980 30 Jun 2023 Common Stock 33,013 Direct F1, F2, F4, F7
transaction FTRE Restricted Stock Unit Award $0 +812 +1.8% $0.000000 44,792 30 Jun 2023 Common Stock 812 Direct F1, F2, F4, F8
transaction FTRE Restricted Stock Unit Award $0 +15,368 +34% $0.000000 60,160 30 Jun 2023 Common Stock 15,368 Direct F1, F2, F4, F9
transaction FTRE Restricted Stock Unit Award $0 +1,577 +2.6% $0.000000 61,737 30 Jun 2023 Common Stock 1,577 Direct F1, F2, F4, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 is amended to reflect the adjusted amount of Restricted Stock Units ("RSUs") issued to the Reporting Person in connection with the final adjustment ratio calculated pursuant to the terms of the Employee Matters Agreement (the "EMA") by and between Laboratory Corporation of America Holdings ("Labcorp") and Fortrea Holdings Inc. ("Fortrea").
F2 Each RSU represents the contingent right to receive one share of Fortrea Holdings Inc. Common Stock.
F3 In connection with the spin-off ("Spin-Off") of Fortrea by Labcorp, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs will vest in full on February 2, 2024.
F4 This number reflects the aggregate number of Restricted Stock Units held by the reporting person.
F5 In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. The RSUs will vest in two annual installments on February 11 of each of 2024 and 2025.
F6 In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. The RSUs vest in three equal annual installments beginning on February 7, 2024.
F7 In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. The RSUs vest in three equal annual installments beginning on June 1, 2024.
F8 In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. The RSUs will vest in two annual installments on December 15 of each of 2023 and 2024.
F9 In connection with the Spin-Off, performance awards granted by Labcorp in 2021 for the three-year performance period through December 31, 2023 (the "2021 PSA") were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. The 2021 PSA was converted into a number of time-vesting Fortrea RSUs based on the degree of achievement of the performance criteria subject to the 2021 PSA prior to the Spin-Off and the adjustment ratio that applies to Labcorp equity awards in the Spin-Off, with vesting to occur on the 30th day following Labcorp's filing of an annual report with the SEC on Form 10-K that includes or incorporates by reference audited financial statements with respect to the 3-year period ending December 31, 2023.
F10 In connection with the Spin-Off, performance awards granted by Labcorp in 2022 for the three-year performance period through December 31, 2024 (the "2022 PSA") were converted into time-vesting RSUs of Fortrea and performance share awards of Fortrea pursuant to the terms of the EMA. The 2022 PSA was converted into a time-vesting Fortrea RSU equal to 50% of the target number of shares subject to the 2022 PSA, after application of the adjustment ratio that applies to Labcorp equity awards in the Spin-Off, with vesting to occur on the 30th day following Labcorp's filing of an annual report with the SEC on Form 10-K that includes or incorporates by reference audited financial statements with respect to the 3-year period ending December 31, 2024, with the remainder of the 2022 PSA being converted into a performance share award of Fortrea that is not being reported on this Form.