0001209191-21-028734.txt : 20210427 0001209191-21-028734.hdr.sgml : 20210427 20210427200346 ACCESSION NUMBER: 0001209191-21-028734 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210422 FILED AS OF DATE: 20210427 DATE AS OF CHANGE: 20210427 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramani Tushar M CENTRAL INDEX KEY: 0001773344 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37542 FILM NUMBER: 21860976 MAIL ADDRESS: STREET 1: 118 TALAVERA PLACE CITY: PALM BEACH GARDENS STATE: FL ZIP: 33418 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CRH Medical Corp CENTRAL INDEX KEY: 0001461119 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 57B - 999 CANADA PLACE STREET 2: WORLD TRADE CENTER CITY: VANCOUVER STATE: A1 ZIP: V6C 3E1 BUSINESS PHONE: 604-633-1440 X 1048 MAIL ADDRESS: STREET 1: 57B - 999 CANADA PLACE STREET 2: WORLD TRADE CENTER CITY: VANCOUVER STATE: A1 ZIP: V6C 3E1 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-04-22 1 0001461119 CRH Medical Corp CRHM 0001773344 Ramani Tushar M 118 TALAVERA PLACE PALM BEACH GARDENS FL 33418 1 1 0 0 Chief Executive Officer Stock Option (Right to Buy) 2.85 2021-04-22 4 D 0 250000 1.13 D Common Shares 250000 250000 D Stock Option (Right to Buy) 2.85 2021-04-22 4 D 0 250000 1.13 D Common Shares 250000 0 D Restricted Share Units 2021-04-22 4 D 0 1000000 D Common Shares 1000000 0 D Restricted Share Units 2021-04-22 4 D 0 40000 4.00 D 2020-12-28 Common Shares 40000 0 D Restricted Share Units 2021-04-22 4 D 0 90000 D Common Shares 90000 0 D Pursuant to the Arrangement Agreement, dated as of February 6, 2021 (as amended, the "Arrangement Agreement"), by and among CRH Medical Corporation ("CRH"), WELL Health Technologies Corp. ("WELL"), WELL Health Acquisition Corp., a wholly owned subsidiary of WELL, and 1286392 B.C. Ltd, a wholly owned subsidiary of WELL, at 4:30 p.m. Eastern Time (the "Effective Time") on April 22, 2021 each common share of CRH (each, a "CRH share") issued and outstanding immediately before the Effective Time was transferred to a subsidiary of WELL, and the holders thereof became entitled to receive US$4.00 in cash, without interest and less any applicable withholding taxes (the "Share Consideration"), for each CRH share then held. All options to acquire CRH shares ("CRH options") and share units with respect to CRH shares ("CRH RSUs") outstanding immediately prior to the Effective Time were exchanged for either a cash payment equal to Share Consideration (less the applicable exercise price in respect of CRH options) or replacement options or restricted stock units with respect to WELL common shares, in accordance with the terms of the Arrangement Agreement and the plan of arrangement subject to the same vesting schedule as applied to the CRH RSUs. By their terms, the CRH options, unless earlier forfeited under their terms, were scheduled to vest 25% on April 8, 2020; 25% on April 8, 2021; 25% on April 8, 2022; and 25% on April 8, 2023 with a final expiration date of April 8, 2029. Each CRH RSU represented a contingent right to receive one CRH share. By their terms, the CRH RSUs were scheduled to vest on April 8, 2023. By their terms, the CRH RSUs were scheduled to vest 25% on each of the first four anniversaries of the grant date of December 14, 2020. /s/ Richard Bear, Attorney-in-fact for Tushar Ramani 2021-04-27