0000899243-23-017890.txt : 20230809 0000899243-23-017890.hdr.sgml : 20230809 20230809163338 ACCESSION NUMBER: 0000899243-23-017890 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230809 FILED AS OF DATE: 20230809 DATE AS OF CHANGE: 20230809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crick Paul CENTRAL INDEX KEY: 0001988968 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56464 FILM NUMBER: 231155739 MAIL ADDRESS: STREET 1: C/O LIMEADE, INC. STREET 2: 10885 NE 4TH STREET, SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIMEADE, INC CENTRAL INDEX KEY: 0001381507 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 061771116 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10885 NE 4TH STREET STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 888-830-9830 MAIL ADDRESS: STREET 1: 10885 NE 4TH STREET STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: LIMEADE INC DATE OF NAME CHANGE: 20070802 FORMER COMPANY: FORMER CONFORMED NAME: Jet City Jet Inc DATE OF NAME CHANGE: 20061117 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-09 1 0001381507 LIMEADE, INC NONE 0001988968 Crick Paul 10885 NE 4TH STREET, SUITE 400 BELLEVUE WA 98004 0 1 0 0 VP Finance & Controller 0 Common Stock 2023-08-09 4 D 0 298500 D 0 D Common Stock 2023-08-09 4 D 0 422400 D 0 D On August 9, 2023 (the "Closing Date"), WebMD Health Corp, a Delaware corporation ("Buyer"), acquired the Company pursuant to a certain Agreement and Plan of Merger entered into by and among the Company, Buyer and Lotus Merger Sub, Inc. a Washington corporation and wholly owned subsidiary of Buyer ("Merger Sub"), dated as of June 8, 2023 (the "Merger Agreement"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger"). In accordance with the Merger Agreement, the Company merged with and into Merger Sub, with the Company surviving such merger as a wholly owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Company's common stock (other than certain excluded shares) automatically converted into the right to receive USD$0.284 in cash (the "Merger Consideration"). A portion of this amount consists of restricted stock units with time-based vesting that were previously reported in Table I. At the effective time of the Merger 249,248 of these restricted stock units automatically converted into the right to receive an amount in cash equal to the Merger Consideration. This amount consists of an award of restricted stock units with time-based vesting that was not included on prior reports. Each restricted stock unit was cancelled automatically at the effective time and converted into the contingent right to receive an amount in cash equal to the Merger Consideration, subject to the same terms and conditions as applied to the restricted stock units prior to the Merger. By virtue of the Merger Agreement, the reporting person has ceased being a Section 16 officer of the Company. /s/ Paul Crick 2023-08-09