0001678531-18-000153.txt : 20181015 0001678531-18-000153.hdr.sgml : 20181015 20181015125514 ACCESSION NUMBER: 0001678531-18-000153 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181011 FILED AS OF DATE: 20181015 DATE AS OF CHANGE: 20181015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sanger William A CENTRAL INDEX KEY: 0001346845 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37955 FILM NUMBER: 181121796 MAIL ADDRESS: STREET 1: C/O EMERGENCY MEDICAL SERVICES CORP STREET 2: 6200 SOUTH SYRACUSE WAY CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Envision Healthcare Corp CENTRAL INDEX KEY: 0001678531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 621493316 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1A BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 1A BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FORMER COMPANY: FORMER CONFORMED NAME: New Amethyst Corp. DATE OF NAME CHANGE: 20160629 4 1 wf-form4_153962249754645.xml FORM 4 X0306 4 2018-10-11 1 0001678531 Envision Healthcare Corp EVHC 0001346845 Sanger William A 1A BURTON HILLS BLVD NASHVILLE TN 37215 1 0 0 0 Common Stock 2018-10-11 4 D 0 70862 46 D 0 D Common Stock 2018-10-11 4 D 0 179641 46 D 0 I By Family Trust Stock Options 11.05 2018-10-11 4 D 0 1563535 D 2021-05-22 Common Stock 1563535.0 0 D Stock Options 65.84 2018-10-11 4 D 0 105807 D 2026-02-24 Common Stock 105807.0 0 D Performance Share Units 2018-10-11 4 A 0 67092 A Common Stock 67092.0 67092 D Performance Share Units 2018-10-11 4 D 0 67092 D Common Stock 67092.0 0 D At the Effective Time, each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) was cancelled and converted into the right to receive $46.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes. Includes 51,767 restricted stock unit awards ("Company RSUs"). At the Effective Time, each Company RSU that was outstanding as of immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to the sum of (i) the product of (A) the total number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (B) the Merger Consideration and (ii) any accrued but unpaid dividend equivalents with respect to such Company RSU. At the Effective Time, each option to purchase shares of Company Common Stock ("Company Option") that was outstanding as of immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option and (ii) the total number of shares of Company Common Stock subject to such Company Option. Any Company Option that had an exercise price per share that was equal to or greater than the Merger Consideration was cancelled for no consideration. At the Effective Time, each performance share unit award in respect of Company Common Stock ("Company PSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (the "Company PSU Consideration") equal to the product of (i) the total number of shares of Company Common Stock subject to such Company PSU assuming target performance and (ii) the Merger Consideration. The Company PSU Consideration will generally be payable to the holder of the corresponding Company PSU in a single lump sum on the date on which the applicable Company PSU would have otherwise vested, generally subject to such holder's continued service through the applicable vesting date. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 10, 2018, by and among Envision Healthcare Corporation (the "Company"), Enterprise Parent Holdings Inc. ("Parent"), and Enterprise Merger Sub Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on June 13, 2018, pursuant to which the Company became a wholly owned subsidiary of Parent (the "Merger") on October 11, 2018 (the "Effective Time"). /s/ Kevin D. Eastridge. Attorney-in-Fact for William A. Sanger 2018-10-15