| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CSLT | Class B Common Stock | Disposed to Issuer | -35,354 | -100% | 0 | 17 Feb 2022 | Direct | F1 | ||
| transaction | CSLT | Class B Common Stock | Disposed to Issuer | -630,803 | -100% | 0 | 17 Feb 2022 | By family trust | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CSLT | Director Stock Option (right to buy) | Disposed to Issuer | -25,000 | -100% | 0 | 17 Feb 2022 | Class B Common Stock | 25,000 | $16.00 | Direct | F3, F4 | ||
| transaction | CSLT | Class A Common Stock | Disposed to Issuer | -28,571 | -100% | 0 | 17 Feb 2022 | Class B Common Stock | 28,571 | Direct | F1, F5, F6 |
DAVID A. EBERSMAN 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 (the "Merger Agreement"), dated January 4, 2022, by and among the Issuer, Vera Whole Health, Inc. ("Vera Health"), and Carbon Merger Sub, Inc. (the "Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Vera Health, effective as of February 17, 2022 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's Class A common stock and Class B common stock was exchanged for $2.05 in cash (the "Merger Consideration") at the Effective Time. |
| F2 | The shares are held by The Ebersman Family Trust UTA dated 5/29/2002 of which the Reporting Person and his wife are co-trustees. |
| F3 | The option is fully vested and exercisable. |
| F4 | The option exercise price is equal to or exceeds the Merger Consideration and therefore the option was automatically cancelled without consideration immediately prior to the Effective Time. |
| F5 | Each share of Class A Common Stock is convertible at any time at the option of the holder into one (1) share of Class B Common Stock. In addition, each share of Class A Common Stock will convert automatically into one (1) share of Class B Common Stock upon the transfer, whether or not for value, to any transferee who is not a "Permitted Transferee", as defined in the Issuer's Restated Certificate of Incorporation in effect immediately prior to the Effective Time. The shares of Class A Common Stock have no expiration date. |
| F6 | Each share of Class A Common Stock converted into one (1) share of Class B Common Stock at the Effective Time. |