0001096738-13-000020.txt : 20130313 0001096738-13-000020.hdr.sgml : 20130313 20130313214133 ACCESSION NUMBER: 0001096738-13-000020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130312 FILED AS OF DATE: 20130313 DATE AS OF CHANGE: 20130313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JONES PATRICK S CENTRAL INDEX KEY: 0001232558 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35062 FILM NUMBER: 13688949 MAIL ADDRESS: STREET 1: 5555 NE MOORE CT CITY: HILLSBORO STATE: OR ZIP: 97124 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EPOCRATES INC CENTRAL INDEX KEY: 0001096738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943326769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 PARK PLACE, SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-227-1700 MAIL ADDRESS: STREET 1: 1100 PARK PLACE, SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94403 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2013-03-12 1 0001096738 EPOCRATES INC EPOC 0001232558 JONES PATRICK S 5555 NE MOORE CT HILLSBORO OR 97124 1 0 0 0 Non-Qualified Stock Option (right to buy) 1.21 2013-03-12 4 D 0 31440 D Common Stock 31440 0 D Non-Qualified Stock Option (right to buy) 5.42 2013-03-12 4 D 0 15720 D Common Stock 15720 0 D Non-Qualified Stock Option (right to buy) 13.17 2013-03-12 4 D 0 15720 D Common Stock 15720 0 D Non-Qualified Stock Option (right to buy) 13.26 2013-03-12 4 D 0 15720 D Common Stock 15720 0 D Non-Qualified Stock Option (right to buy) 10.17 2013-03-12 4 D 0 14409 D Common Stock 14409 0 D Non-Qualified Stock Option (right to buy) 13.36 2013-03-12 4 D 0 15720 D Common Stock 15720 0 D Non-Qualified Stock Option (right to buy) 21.98 2013-03-12 4 D 0 11790 D Common Stock 11790 0 D Non-Qualified Stock Option (right to buy) 8.14 2013-03-12 4 D 0 11790 D Common Stock 11790 0 D The stock options under this award were fully vested prior to the closing of the Merger (as defined below). 5,895 of the stock options under this award were vested prior to the closing of the Merger (as defined below). 5,895 of the stock options under this award accelerated and became fully vested as of the closing of the Merger (as defined below). Pursuant to the Agreement and Plan of Merger among Epocrates, Inc. (the "Issuer"), athenahealth, Inc., and Echo Merger Sub, Inc., a wholly-owned subsidiary of athenahealth, Inc., dated January 7, 2013 (the "Merger Agreement"), each share of the Issuer's common stock was exchanged for $11.75 in cash, without interest and less any applicable withholding taxes (the "Merger"). In connection with the Merger, the vested and/or exercisable portion of each Issuer stock option held by the Reporting Person was converted into the right to receive an amount in cash equal to the product of the number of shares issuable upon the exercise of such option and $11.75 minus the exercise price of such option. The Reporting Person's options, if any, with an exercise price equal to or above $11.75 were canceled in connection with the Merger. /s/ Matthew B. Hemington, Attorney-in-Fact for Patrick S. Jones 2013-03-13