William J. Teuber Jr. - 24 Nov 2021 Form 4 Insider Report for Inovalon Holdings, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 24 Nov 2021
Net transaction value: -$7,643,712
SEC form: 4
Accepted by SEC: 29 Nov 2021, 19:56:03 UTC
Prior SEC filing: 22 Jun 2021
Next SEC filing: 22 May 2023
Source filing: View source filing
Reporting owner signature: /s/ Kamyar Daneshvar, Attorney-in-Fact for William J. Teuber, Jr.

Key filing fact

William J. Teuber Jr. filed Form 4 for Inovalon Holdings, Inc. on 29 Nov 2021.

Key facts

This page summarizes William J. Teuber Jr.'s Form 4 filing for Inovalon Holdings, Inc..
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 29 Nov 2021, 19:56.

Change

Previous filing in this sequence was filed on 22 Jun 2021.
Current net transaction value: -$7,643,712.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

INOV transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $6,289,892
Shares: -153,412
Change %: -100%
Price: $41.00
Shares after: 0
Date: 24 Nov 2021
Ownership: Direct
Footnotes: F1, F2

INOV transaction

Class B Common Stock

Disposed to Issuer

Transaction value: $654,770
Shares: -15,970
Change %: -100%
Price: $41.00
Shares after: 0
Date: 24 Nov 2021
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

INOV transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $94,505
Shares: -2,305
Change %: -100%
Price: $41.00
Shares after: 0
Date: 24 Nov 2021
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 2,305
Exercise price
Footnotes: F3

INOV transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value: $604,545
Shares: -14,745
Change %: -100%
Price: $41.00
Shares after: 0
Date: 24 Nov 2021
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 14,745
Exercise price
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

William J. Teuber Jr. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

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.

Footnote F2

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.

Footnote F3

Pursuant to the Merger Agreement, immediately prior to the Merger effective time, each unvested award of restricted stock units with respect to shares of Common Stock was cancelled and terminated and converted into the right solely to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock underlying such restricted stock unit award by (ii) the Merger Consideration, less any applicable withholding taxes.

Footnote F4

Pursuant to the Merger Agreement, immediately prior to the Merger effective time, each outstanding and unexpired option to purchase shares of Common Stock was cancelled and terminated and converted into the right to receive an amount in cash, if any and without interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock subject to such option, by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option, less any applicable withholding taxes.