0000899243-22-012659.txt : 20220329 0000899243-22-012659.hdr.sgml : 20220329 20220329163059 ACCESSION NUMBER: 0000899243-22-012659 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220329 FILED AS OF DATE: 20220329 DATE AS OF CHANGE: 20220329 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Starck Daniel J CENTRAL INDEX KEY: 0001345856 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40053 FILM NUMBER: 22781309 MAIL ADDRESS: STREET 1: CORVEL CORPORATION STREET 2: 2010 MAIN STREET, SUITE 600 CITY: IRVINE STATE: CA ZIP: 92614 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apria, Inc. CENTRAL INDEX KEY: 0001735803 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 824937641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7353 COMPANY DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46237 BUSINESS PHONE: 800-990-9799 MAIL ADDRESS: STREET 1: 7353 COMPANY DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46237 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-03-29 1 0001735803 Apria, Inc. APR 0001345856 Starck Daniel J C/O APRIA INC. 7353 COMPANY DRIVE INDIANAPOLIS IN 46237 1 1 0 0 Chief Executive Officer Common Stock 2022-03-29 4 D 0 220448 37.50 D 0 D Stock Appreciation Rights 2.07 2022-03-29 4 D 0 37513 35.43 D 2027-03-09 Common Stock 37513 0 D Stock Appreciation Rights 4.67 2022-03-29 4 D 0 45035 32.83 D 2027-03-09 Common Stock 45035 0 D Stock Appreciation Rights 4.67 2022-03-29 4 D 0 65191 32.83 D 2025-06-05 Common Stock 65191 0 D Stock Appreciation Rights 5.33 2022-03-29 4 D 0 91837 32.17 D 2029-10-08 Common Stock 91837 0 D Stock Appreciation Rights 5.33 2022-03-29 4 D 0 122449 32.17 D 2030-05-12 Common Stock 122449 0 D Stock Appreciation Rights 8.28 2022-03-29 4 D 0 260813 29.22 D 2025-06-05 Common Stock 260813 0 D Stock Appreciation Rights 8.28 2022-03-29 4 D 0 67572 29.22 D 2027-03-09 Common Stock 67572 0 D Stock Appreciation Rights 8.28 2022-03-29 4 D 0 30618 29.22 D 2029-10-08 Common Stock 30618 0 D Restricted Stock Units 2022-03-29 4 D 0 27403 37.50 D Common Stock 27403 0 D LTIP Units 2022-03-29 4 A 0 18090 0.00 A Common Stock 18090 18090 D LTIP Units 2022-03-29 4 D 0 18090 37.50 D Common Stock 18090 0 D Performance-based Restricted Stock Units 2022-03-29 4 A 0 54806 0.00 A Common Stock 54806 54806 D Performance-based Restricted Stock Units 2022-03-29 4 D 0 54806 37.50 D Common Stock 54806 0 D On March 29, 2022, Owens & Minor, Inc. ("Owens & Minor") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, dated as of January 7, 2022 (the "Merger Agreement"), by and among the Issuer, Owens & Minor and StoneOak Merger Sub Inc., an indirect, wholly owned subsidiary of Owens & Minor ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Owens & Minor. At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $37.50 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax. Pursuant to the Merger Agreement, these fully vested stock appreciation rights were canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger. Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting in equal quarterly installments until August 15, 2024, became fully vested and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger. Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting as follows: (a) 20% vest on May 12, 2021, and (b) the remaining to vest in equal quarterly installments ending on May 12, 2025, became fully vested and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger. Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee. Pursuant to the Merger Agreement, each restricted stock unit ("RSU") became fully vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such RSU, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. Represents RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on June 10, 2022. In connection with the Merger, certain performance-based Restricted Stock Units ("PSUs") and long-term incentive plan unites ("LTIP") were vested and cancelled and entitled the holder to receive and amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such PSU or LTIP, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. Represents LTIP awards granted in 2020 which were originally scheduled to vest in equal quarterly installments beginning on March 31, 2020, subject to the satisfaction of certain performance criteria as determined at the end of the three year performance period. Represents PSUs granted in 2021 pursuant to the Issuer's 2021 omnibus incentive plan, which were originally scheduled to vest based on the achievement of certain performance criteria. /s/ Debra L. Morris, as Attorney-in-Fact 2022-03-29