0001104659-20-113533.txt : 20201008 0001104659-20-113533.hdr.sgml : 20201008 20201008181154 ACCESSION NUMBER: 0001104659-20-113533 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201006 FILED AS OF DATE: 20201008 DATE AS OF CHANGE: 20201008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Klein Michael Stuart CENTRAL INDEX KEY: 0001327392 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39228 FILM NUMBER: 201231708 MAIL ADDRESS: STREET 1: C/O DAVIS POLK & WARDWELL STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: M. Klein Associates, Inc. CENTRAL INDEX KEY: 0001751504 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39228 FILM NUMBER: 201231709 BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-380-7500 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Churchill Sponsor III LLC CENTRAL INDEX KEY: 0001793183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39228 FILM NUMBER: 201231710 BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 380-7500 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: Butler Sponsor LLC DATE OF NAME CHANGE: 20191105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MultiPlan Corp CENTRAL INDEX KEY: 0001793229 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 843536151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 115 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: (212) 780-2000 MAIL ADDRESS: STREET 1: 115 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: Churchill Capital Corp III DATE OF NAME CHANGE: 20200127 FORMER COMPANY: FORMER CONFORMED NAME: Butler Acquisition Corp DATE OF NAME CHANGE: 20191105 4 1 tm2032763d2_form4.xml FORM 4 X0306 4 2020-10-06 0 0001793229 MultiPlan Corp CCXX 0001327392 Klein Michael Stuart 640 FIFTH AVENUE 12TH FLOOR NEW YORK NY 10019 1 0 1 0 0001751504 M. Klein Associates, Inc. 640 FIFTH AVENUE 12TH FLOOR NEW YORK NY 10019 0 0 1 0 0001793183 Churchill Sponsor III LLC 640 FIFTH AVENUE 12TH FLOOR NEW YORK NY 10019 0 0 1 0 Class A common stock 2020-10-06 4 P 0 220000 10.31 A 220000 I See notes Class A common stock 2020-10-07 4 P 0 261711 10.2967 A 481711 I See notes Class A common stock 2020-10-08 4 M 0 27500000 A 27981711 I See notes Class B common stock 2020-10-08 4 M 0 27500000 D Class A common stock 27500000 27500000 I See notes Warrants 11.50 2020-10-08 4 A 0 1500000 A 2020-11-07 2025-10-08 Class A common stock 1500000 24500000 I See notes This Form 4 is filed by the following Reporting Persons: Michael Stuart Klein, M. Klein Associates, Inc., and Churchill Sponsor III LLC ("Sponsor"). Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Represents shares of Class A common stock purchased by M. Klein & Company, LLC in multiple transactions at prices ranging from $10.098 to $10.48. The price reported is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (2). Represents shares of Class A common stock purchased by M. Klein & Company, LLC in multiple transactions at prices ranging from $10.20 to $10.42. The price reported is a weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (3). Upon the consummation of the Issuer's business combination with Polaris Investment Holdings, L.P. on October 8, 2020 (the "Business Combination"), each issued and outstanding share of Class B common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination. In connection the consummation of the Business Combination, the Issuer issued 1,500,000 warrants to purchase one share of Class A common stock of the Issuer, subject to adjustment pursuant to the terms of the warrants, to Sponsor in satisfaction of the $1,500,000 working capital loan from the Sponsor to the Issuer. The warrants become exercisable on November 7, 2020 and expire at 5:00 p.m., New York City time, on October 8, 2025, or earlier upon their redemption or the liquidation of the Issuer pursuant to the terms of the warrants. Mr. Klein has a minority interest in M. Klein & Company, LLC, and is the sole stockholder of M. Klein Associates, Inc., which is the managing member of Sponsor. Following the consummation of the Business Combination, the Reporting Persons own less than 10% of the outstanding Class A common stock of the Issuer. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or otherwise, any of the Reporting Persons is the beneficial owner of any securities reported herein. The Reporting Persons disclaim beneficial ownership of any securities of the Issuer except to the extent of such Reporting Person's pecuniary interest therein. Exhibit 99.1 (Joint filer information) is incorporated by reference here. See Exhibit 99.1 for signatures 2020-10-08 EX-99.1 2 tm2032763d2_ex99-1.htm EXHIBIT 99.1

  

Exhibit 99.1

Joint Filer Information

 

Name of Joint Filer: Michael Stuart Klein
   
Address of Joint Filer: 640 Fifth Avenue, 12th Floor
  New York, NY 10019
   
   
Relationship of Joint Filer to Issuer: 10% Owner (until October 8, 2020); Director
Issuer Name and Ticker or Trading Symbol: MultiPlan Corporation [CCXX]
   
Date of Earliest Transaction Required to  
be Reported: October 6, 2020
   
Designated Filer: Michael Stuart Klein

 

Signature:

 

/s/ Michael Stuart Klein  
Name: Michael Stuart Klein  
October 8, 2020  

  

 

 

 

Joint Filer Information

 

Name of Joint Filer: M. Klein Associates, Inc.
   
Address of Joint Filer: 640 Fifth Avenue, 12th Floor
  New York, NY 10019
   
   
Relationship of Joint Filer to Issuer: 10% Owner (until October 8, 2020)
Issuer Name and Ticker or Trading Symbol: MultiPlan Corporation [CCXX]
   
Date of Earliest Transaction Required to  
be Reported: October 6, 2020
   
Designated Filer: Michael Stuart Klein

 

Signature:

 

/s/ Jay Taragin  
Name: Jay Taragin  
Title: Authorized Signatory  
October 8, 2020  

  

 

 

 

Joint Filer Information

 

Name of Joint Filer: Churchill Sponsor III LLC
   
Address of Joint Filer: 640 Fifth Avenue, 12th Floor
  New York, NY 10019
   
   
Relationship of Joint Filer to Issuer: 10% Owner (until October 8, 2020)
Issuer Name and Ticker or Trading Symbol: MultiPlan Corporation [CCXX]
   
Date of Earliest Transaction Required to  
be Reported: October 6, 2020
   
Designated Filer: Michael Stuart Klein

 

Signature:  
   
By: M. Klein Associates, Inc., its manager  
   
/s/ Jay Taragin  
Name: Jay Taragin  
Title:  Authorized Signatory  
October 8, 2020