FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Addus HomeCare Corp [ ADUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/27/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/27/2018 | S | 254,520 | D | $72(1)(2) | 2,457,118 | I | See Footnotes(3) | ||
Common Stock | 11/27/2018 | S | 16,140 | D | $73.23(1)(4) | 2,440,978 | I | See Footnotes(3) | ||
Common Stock | 11/27/2018 | S | 78,915 | D | $74.31(1)(5) | 2,362,063 | I | See Footnotes(3) | ||
Common Stock | 11/27/2018 | S | 2,825 | D | $75.21(1)(6) | 2,359,238 | I | See Footnotes(3) | ||
Common Stock | 11/28/2018 | S | 185,417 | D | $72.19(7)(8) | 2,173,821 | I | See Footnotes(3) | ||
Common Stock | 11/28/2018 | S | 2,183 | D | $73.08(7)(9) | 2,171,638(10) | I | See Footnotes(3) | ||
Common Stock | 19,151 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The reported securities are held by ECP Helios Partners III, L.P. ("Helios III"), ECP General III, L.P. ("General III") and Eos Partners SBIC III, L.P. ("SBIC III"), of which the reporting person is an affiliate. The reporting person disclaims beneficial ownership of the Issuer's common stock held by Helios III, General III and SBIC III except to the extent of his pecuniary interest therein. |
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.54, inclusive. The reporting person undertakes to provide to Addus HomeCare Corporation, any security holder of Addus HomeCare Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (4), (5), (6), (8) and (9) to this Form 4. |
3. Mark L. First is a director of the Issuer and a managing director of Eos Management, L.P. and its affiliates ("Eos"). As a result, Mr. First may be deemed to share beneficial ownership of the securities owned by Eos. Mr. First disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that Mr. First is the beneficial owner of the securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.00 to $73.88, inclusive. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.99, inclusive. |
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 to $75.77, inclusive. |
7. The reported securities are held by Helios III, General III and SBIC III, of which the reporting person is an affiliate. The reporting person disclaims beneficial ownership of the Issuer's common stock held by Helios III, General III and SBIC III except to the extent of his pecuniary interest therein. |
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.91, inclusive. |
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.00 to $73.25, inclusive. |
10. Following the reported transactions, 795,556 shares are held by Helios III, 708,538 shares are held by General III and 667,544 shares are held by SBIC III. |
Remarks: |
Exhibit Index: Exhibit 24 - Power of Attorney for Mark L. First dated November 30, 2016 |
/s/ Mark L. First | 11/29/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |