Raven Houston Merger Sub, Inc. - 22 Aug 2022 Form 3 Insider Report for SHARPS COMPLIANCE CORP

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
3
Accepted by SEC
01 Sep 2022, 17:27:21 UTC
Source filing
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Reporting owner 1 detail
Reporting owner signature
Raven Houston Merger Sub, Inc.; By: /s/ Angela Klappa, CEO and President

Key filing fact

Raven Houston Merger Sub, Inc. filed Form 3 for SHARPS COMPLIANCE CORP on 01 Sep 2022.

Key facts

  • This page summarizes Raven Houston Merger Sub, Inc.'s Form 3 filing for SHARPS COMPLIANCE CORP.
  • 0 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 01 Sep 2022, 17:27.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

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

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

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Reported non-derivative transactions

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

SMED holding

Common Stock, par value $0.01 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
16,951,290
Date
22 Aug 2022
Ownership
See footnote
Footnotes
F1, F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 12, 2022, as amended (the "Merger Agreement"), by and among, Raven Buyer, Inc., a Delaware corporation ("Raven Buyer"), Raven Houston Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Raven Buyer ("Merger Sub"), and Sharps Compliance Corp., a Delaware corporation (the "Company"), Merger Sub conducted a tender offer (the "Offer") for all issued and outstanding shares of common stock, par value $0.01 per share ("Common Stock") of the Company, at a price of $8.75 per share, in cash, without interest and less any applicable withholding taxes. The tender offer expired at one minute after 11:59 pm New York City time on August 19, 2022, at which time 16,951,290 shares of Common Stock were validly tendered and not validly withdrawn. On August 22, 2022, Merger Sub accepted for payment all shares validly tendered and not withdrawn in the Offer.

Footnote F2

Pursuant to the Merger Agreement, Merger Sub merged with and into the Company on August 23, 2022. The Reporting Persons did not receive any shares of Common Stock in such merger.

Footnote F3

Merger Sub is the direct beneficial owner of these shares of Common Stock of the Company. Merger Sub is wholly-owned by Raven Buyer, which is wholly-owned by Raven Parent, Inc., a Delaware corporation, which in turn is controlled by Aurora Equity Partners VI L.P., a Delaware limited partnership, Aurora Equity Partners VI-A L.P., a Delaware limited partnership, and Aurora Associates VI L.P., a Delaware limited partnership (Aurora Equity Partners VI L.P., Aurora Equity Partners VI-A L.P. and Aurora Associates VI L.P. are collectively referred to as the "Aurora Funds"). The Aurora Funds are managed by Aurora Capital Partners VI L.P., as general partner ("ACP VI"), which in turn is managed by Aurora Capital Partners UGP LLC, as general partner ("ACP UGP"). Because of the relationship among Merger Sub, Raven Buyer, the Aurora Funds, ACP VI and ACP UGP, each of the reporting persons may be deemed to beneficially own the shares of Common Stock owned by Merger Sub.

Footnote F4

Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities and Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein, if any.

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