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
CHINDEX INTERNATIONAL INC [ CHDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/29/2014 | ||||||||||||||||||||||||||
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 | 09/29/2014 | D(1) | 193,779 | D | $24 | 0 | D | |||
Common Stock | 09/29/2014 | J(2) | 716,692(3) | D | $24 | 0 | D | |||
Common Stock | 09/29/2014 | J(4) | 10,000 | D | (4) | 0 | D | |||
Common Stock | 09/29/2014 | J(5) | 31,423 | D | (5) | 0 | D | |||
Common Stock | 09/29/2014 | J(6) | 40,000 | D | (6) | 0 | 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 | ||||||||
Stock Options(7) | (7) | 09/29/2014 | D | 214,499 | (7) | (7) | Common Stock | 214,499 | (7) | 0 | D |
Explanation of Responses: |
1. Pursuant to the Amended and Restated Agreement and Plan of Merger, as amended to date (the "Merger Agreement"), among Chindex International, Inc. (the "Company"), Healthy Harmony Holdings, L.P. (the "Parent") and Healthy Harmony Acquisition, Inc., these shares were canceled and converted into the right to receive $24.00 in cash, without interest, less any applicable withholding taxes. |
2. Pursuant to the First Amended and Restated Support Agreement, dated as of August 6, 2014 and as amended to date (the "Rollover Agreement"), by and among Parent, TPG Asia VI, L.P., Fosun Industrial Co., Limited, Ms. Lipson and others, Ms. Lipson contributed these shares to Parent in exchange for limited partnership interests in Parent. |
3. Includes 660,000 shares of Class B Common Stock, of which 30,000 shares are held by each of the Ariel Benjamin Lee Trust, Daniel Lipson Plafker Trust and Jonathan Lipson Plafker Trust, of each of which Ms. Lipson is a trustee. Also includes 10,800 shares of Common Stock held by the B. Lipson Plafker Trust, of which Ms. Lipson is a trustee. |
4. Unvested restricted shares. Pursuant to the Rollover Agreement, Ms. Lipson contributed these shares to Parent in exchange for unvested limited partnership interests in Parent. |
5. Represents shares underlying earned but unvested performance restricted stock units granted on March 27, 2012. Pursuant to the Rollover Agreement, Ms. Lipson contributed these units to Parent in exchange for earned but unvested Parent restricted units. |
6. Represents 24,500 and 15,500 shares underlying unearned performance restricted stock units granted on March 27, 2013 and 2014, respectively. Pursuant to the Rollover Agreement, Ms. Lipson contributed these units to Parent in exchange for earned but unvested Parent restricted units. |
7. These ten-year nonqualified options were granted between September 8, 2005 and June 9, 2011 at exercise prices ranging from $2.98 to $14.85 per share. Pursuant to the Rollover Agreement, Ms. Lipson contributed these options to Parent in exchange for options to acquire limited partnership interests in Parent. |
Remarks: |
/s/ Lawrence Pemble - Attorney in Fact | 09/29/2014 | |
** 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. |