Key facts
- This page summarizes Steven J. Hamerslag's Form 4 filing for LIMEADE, INC.
- 1 reported transaction and 0 derivative rows are listed below.
- Accepted by SEC: 09 Aug 2023, 16:34.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Disposed to Issuer
Additional SEC filing notes
Section 16 status
Steven J. Hamerslag is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Footnote F1
On August 9, 2023 (the "Closing Date"), WebMD Health Corp, a Delaware corporation ("Buyer"), acquired the Company pursuant to a certain Agreement and Plan of Merger entered into by and among the Company, Buyer and Lotus Merger Sub, Inc. a Washington corporation and wholly owned subsidiary of Buyer ("Merger Sub"), dated as of June 8, 2023 (the "Merger Agreement"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger").At the effective time of the Merger, each issued and outstanding share of the Company's common stock (other than certain excluded shares) automatically converted into the right to receive USD$0.284 in cash.
Footnote F2
As a Managing Partner of TVC Capital, which manages TVC Capital II LP, which manages TVC Capital Partners II LP, the reporting person may be deemed to share beneficial ownership of the securities held by TVC Capital II LP and TVC Capital Partners II LP (together, "TVC"). The reporting person disclaims any beneficial ownership of any securities of the issuer held by TVC, except to the extent of his ultimate pecuniary interest.
SEC remarks
By virtue of the Merger Agreement, the reporting person has ceased being a Section 16 officer of the Company.