| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AGTI | Common Stock, $0.0001 par value | Disposed to Issuer | -$1.78M | -178K | -100% | $10.00 | 0 | May 7, 2024 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AGTI | Options (Right to Buy) | Disposed to Issuer | -102K | -100% | 0 | May 7, 2024 | Common Stock, $0.0001 par value | 102K | $2.13 | Direct | F2 | ||
| transaction | AGTI | Restricted Stock Units | Disposed to Issuer | -72.1K | -100% | 0 | May 7, 2024 | Common Stock, $0.0001 par value | 72.1K | Direct | F3, F4 |
Bettyann Bird is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On May 7, 2024 (the "Closing Date"), Agiliti, Inc. (the "Company"), completed its merger (the "Merger") with Apex Intermediate Holdco, Inc., ("Parent"), and Apex Merger Sub, Inc., and a wholly-owned subsidiary of Parent ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement and Plan of Merger, dated as of February 26, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement") at the Effective Time (as defined in the Merger Agreement), each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $10.00 per share in cash, without interest. |
| F2 | Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding and unexercised options to purchase shares of Common Stock (an "Option") were terminated and cancelled for the right to receive a lump sum cash payment, without interest thereon and subject to applicable withholding taxes, equal to (A) the number of shares of Common Stock underlying the Option immediately prior to the Effective Time, multiplied by (B) an amount equal to the amount that $10.00 exceeded the applicable exercise price of the Option. |
| F3 | The restricted stock units ("RSUs") were granted under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on March 15, 2024 (the "2024 RSUs") and September 15, 2023 (the "2023 RSUs"). The 2024 RSUs cliff vest six months following the grant date, contingent upon the reporting person remaining in continuous employment with the Company on the vesting date. The 2023 RSUs vest ratably ratably in 15 monthly installments on the last day of each calendar month beginning on October 31, 2023 and ending on December 31, 2024, subject to the reporting person remaining in continuous employment with the Company on each vesting date. |
| F4 | Pursuant to the terms and conditions of the Merger Agreement, the RSUs held by the reporting person will remain generally subject to the same terms and conditions (including with respect to time based vesting conditions and settlement terms) as those that applied immediately prior to the Effective Time and will be settled in shares of Common Stock or other equity interests in the Company or one of its affiliates. |