Keith R. Dunleavy - Nov 24, 2021 Form 4 Insider Report for Inovalon Holdings, Inc. (INOV)

Role: CEO and Chairman of the Board, Director, 10%+ Owner
Signature: Kamyar Daneshvar, Attorney-in-Fact for Keith R. Dunleavy
Stock symbol: INOV
Transactions as of: Nov 24, 2021
Transactions value $: -$2,069,977,455
Form type: 4
Date filed: 11/29/2021, 07:53 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INOV	Class B Common Stock	Gift	$0	-5.12M	-10.78%	$0.00	42.4M	Oct 7, 2021	By Meritas Group, Inc.	F1
transaction	INOV	Class B Common Stock	Disposed to Issuer	-$700M	-17.1M	-40.31%	$41.00	25.3M	Nov 24, 2021	By Meritas Group, Inc.	F2, F3
transaction	INOV	Class B Common Stock	Disposed to Issuer	-$1.04B	-25.3M	-100%	$41.00	0	Nov 24, 2021	By Meritas Group, Inc.	F2, F4
transaction	INOV	Class B Common Stock	Disposed to Issuer	-$306M	-7.47M	-100%	$41.00	0	Nov 24, 2021	By Meritas Holdings, LLC	F2, F4
transaction	INOV	Class A Common Stock	Disposed to Issuer	-$27.1M	-660K	-100%	$41.00	0	Nov 24, 2021	Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Keith R. Dunleavy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Reporting person gifted 5,120,000 shares to a charitable foundation on October 7, 2021.
F2	Disposition pursuant to Agreement and Plan of Merger, dated as of August 19, 2021 (the "Merger Agreement") by and among Issuer, Ocala Bidco, Inc., a Delaware corporation ("Parent"), and Ocala Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent.
F3	In connection with the Merger described in footnote 1, and pursuant to that certain Rollover Agreement, dated August 19, 2021, by and between Ocala Topco, LP, a Delaware limited partnership, Ocala Topco, Inc., a Delaware corporation ("Topco Inc."), and Meritas Group, Inc. (the "Rollover Investor") the Rollover Investor contributed such shares to Topco Inc.
F4	In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Common Stock") issued and outstanding immediately prior to the Merger effective time (but excluding any Rollover Shares (as defined in Issuer's proxy statement), cancelled shares and any dissenting shares) was cancelled and extinguished and automatically converted into and thereafter solely represented the right to receive the merger consideration of $41 per share in cash (the "Merger Consideration") without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.