Ian Shakil - Oct 2, 2024 Form 4 Insider Report for Augmedix, Inc. (AUGX)

Signature
/s/ Todd Holvick, Attorney-in-Fact
Stock symbol
AUGX
Transactions as of
Oct 2, 2024
Transactions value $
-$18,097
Form type
4
Date filed
10/4/2024, 12:58 PM
Previous filing
Aug 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AUGX Common Stock Disposed to Issuer -$18.1K -7.7K -100% $2.35 0 Oct 2, 2024 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 AUGX Employee Stock Option (right to buy) Disposed to Issuer $0 -456K -100% $0.00 0 Oct 2, 2024 Common Stock 456K $0.86 Direct F2, F3, F6
transaction AUGX Employee Stock Option (right to buy) Disposed to Issuer $0 -50K -100% $0.00 0 Oct 2, 2024 Common Stock 50K $3.84 Direct F2, F3, F7
transaction AUGX Employee Stock Option (right to buy) Disposed to Issuer $0 -150K -100% $0.00 0 Oct 2, 2024 Common Stock 150K $3.84 Direct F2, F3, F8
transaction AUGX Employee Stock Option (right to buy) Disposed to Issuer $0 -40K -100% $0.00 0 Oct 2, 2024 Common Stock 40K $1.79 Direct F2, F3, F9
transaction AUGX Employee Stock Option (right to buy) Disposed to Issuer $0 -30K -100% $0.00 0 Oct 2, 2024 Common Stock 30K $2.48 Direct F2, F3, F10
transaction AUGX Employee Stock Option (right to buy) Disposed to Issuer $0 -47.2K -100% $0.00 0 Oct 2, 2024 Common Stock 47.2K $3.00 Direct F2, F3, F11
transaction AUGX Restricted Stock Units Disposed to Issuer $0 -52.5K -100% $0.00 0 Oct 2, 2024 Common Stock 52.5K Direct F4, F5
transaction AUGX Restricted Stock Units Disposed to Issuer $0 -56.3K -100% $0.00 0 Oct 2, 2024 Common Stock 56.3K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ian Shakil is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Disposed of in connection with the merger of Augmedix, Inc. ("Augmedix") with and into Anderson Merger Sub, Inc. (the "Merger Sub"), effective October 2, 2024 (the "Merger"), pursuant to the Agreement and Plan of Merger dated as of July 19, 2024, among Augmedix, Commure, Inc., and Merger Sub (the "Merger Agreement"). In connection with the Merger, the shares listed were canceled and converted into the right to receive $2.35 per share, without interest (the "Merger Consideration"), and subject to applicable tax withholdings.
F2 Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each stock option (the "Company Option") that was outstanding, unexercised and vested as of immediately prior to the Effective Time with a per share exercise price ("Per Share Exercise Price") that was less than the Merger Consideration, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of common stock of Augmedix (the "Company Common Stock") underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the Per Share Exercise Price of such Company Option. Each Company Option that had a Per Share Exercise Price that was equal to or exceeded the amount of the Merger Consideration at the Effective Time was cancelled for no consideration.
F3 Each Company Option that was unvested and had a Per Share Exercise Price that was less than the amount of the Merger Consideration at the Effective Time was replaced with a cash incentive program, which in either case preserves the compensation elements and vesting terms of the Company Option.
F4 Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units were replaced with a cash incentive program, which preserves the compensation elements and vesting terms of the restricted stock units.
F5 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Augmedix, Inc. common stock.
F6 Fully vested.
F7 The option is granted under the Augmedix, Inc. (the "Issuer") 2020 Equity Incentive Plan. The option will vest monthly in equal increments over one (1) year starting on May 17, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
F8 The option is granted under the Issuer's 2020 Equity Incentive Plan. Twenty-five percent (25%) of the shares subject to the Option shall vest on the one (1) year anniversary of May 17, 2023 and the remaining shares subject to the Option shall vest subsequently in thirty-six (36) equal monthly increments thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
F9 The option is granted under the Augmedix, Inc. (the "Issuer") 2020 Equity Incentive Plan. The option will vest monthly in equal increments over four years starting on the grant date, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
F10 The option is granted under the Augmedix, Inc. (the "Issuer") 2020 Equity Incentive Plan. The option will vest monthly in equal increments for four years starting on March 10, 2022, subject to the Reporting Person's provision of service to the Issuer on each vesting date, and will be fully vested on March 10, 2026.
F11 The options will vest as to 1/48 of the total shares on February 1, 2021, and an additional 1/48 of the options will vest monthly thereafter until the options are fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date.