Ali Parsadoust - Jan 1, 2023 Form 3 Insider Report for Babylon Holdings Ltd (BBLN)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Ali Parsadoust
Stock symbol
BBLN
Transactions as of
Jan 1, 2023
Transactions value $
$0
Form type
3
Date filed
1/10/2023, 12:58 PM
Next filing
Mar 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BBLN Class A ordinary shares 4.69M Jan 1, 2023 By ALP Partners Limited
holding BBLN Class A ordinary shares (earnout shares) 1.55M Jan 1, 2023 By ALP Partners Limited F1
holding BBLN Class A ordinary shares 160K Jan 1, 2023 Direct
holding BBLN Class A ordinary shares 503 Jan 1, 2023 By Spouse

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
holding BBLN Performance share units Jan 1, 2023 Class A ordinary shares 160K Direct F2, F3
holding BBLN Restricted share units Jan 1, 2023 Class A ordinary shares 2.09K By Spouse F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The earnout shares are subject to transfer restrictions which are to be released in four equal portions subject to achieving milestones on the trading price of the Class A ordinary shares on the NYSE of $312.50, $375, $437.50 and $500, within and for specified time periods. If the milestones are not met, all of the earnout shares for which the applicable milestone has not been met will be automatically converted into redeemable shares which the issuer can redeem for $1.00.
F2 The performance share units ("PSUs") were awarded under the Babylon Holdings Limited 2021 Equity Incentive Plan (the "2021 Plan") and vest in three tranches consisting of 50%, 25% and 25% of the PSUs. Each such tranche of PSUs vests upon the earlier of the date on which the issuer's (i) Class A ordinary shares achieve a specified price per share or (ii) market capitalization in respect of its Class A ordinary shares meets a specified dollar threshold. Vested PSUs will be settled in shares or cash as soon as administratively practicable after vesting, but in no event more than 60 days after the PSUs' vesting date.
F3 Each RSU and PSU represents a contingent right to receive one Class A ordinary share.
F4 The restricted share units ("RSUs") were awarded under the 2021 Plan and are made up of three separate awards. The first award for 497 Class A ordinary shares vests on March 14, 2025. The second award for 1,360 Class A ordinary shares vests in equal quarterly installments beginning February 1, 2023. The third award for 231 Class A ordinary shares vests in equal quarterly installments beginning March 14, 2023. Vested RSUs will be settled in shares or cash as soon as administratively practicable after vesting, but in no event more than 60 days after the RSUs' vesting date.