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