FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/25/2016 |
3. Issuer Name and Ticker or Trading Symbol
COMPUTER PROGRAMS & SYSTEMS INC [ CPSI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 01/26/2016 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Options to Purchase Common Stock | (1) | 07/31/2023 | Common Stock | 66,009(2)(3) | $5.94 | D |
Explanation of Responses: |
1. All of the options are time-based options which, as of January 8, 2016, became fully vested. |
2. Received in connection with the merger of Healthland Holding Inc. into a subsidiary of the Issuer (the "Merger") in exchange for an employee stock option to acquire 1,603,619 shares of Healthland Holding Inc. common stock for $0.25 per share. Of the 66,009 options to purchase Issuer common stock issued to the reporting person in the Merger, 7,502 options are currently being held in escrow and are subject to forfeiture during the 15-month period following the Merger to satisfy indemnification payments and other payments that become payable to the Issuer pursuant to the merger agreement. |
3. 13,232 of these options to purchase common stock were omitted from the reporting person's original Form 3, and also were omitted from one Form 4 filed by the reporting person after his original Form 3 was filed. |
Remarks: |
/s/ Matt J. Chambless, by power of attorney | 02/09/2016 | |
** 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 5 (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. |