0001678531-18-000157.txt : 20181015
0001678531-18-000157.hdr.sgml : 20181015
20181015125728
ACCESSION NUMBER: 0001678531-18-000157
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: Wilson Craig A.
CENTRAL INDEX KEY: 0001584199
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37955
FILM NUMBER: 181121803
MAIL ADDRESS:
STREET 1: 6200 S. SYRACUSE WAY
STREET 2: STE 200
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_153962263284890.xml
FORM 4
X0306
4
2018-10-11
1
0001678531
Envision Healthcare Corp
EVHC
0001584199
Wilson Craig A.
1A BURTON HILLS BLVD
NASHVILLE
TN
37215
0
1
0
0
General Counsel & Secretary
Common Stock
2018-10-11
4
D
0
24441
46
D
0
D
Stock Options
115.57
2018-10-11
4
D
0
524
D
2025-03-20
Common Stock
524.0
0
D
Stock Options
68.86
2018-10-11
4
D
0
2179
D
2023-08-13
Common Stock
2179.0
0
D
Stock Options
11.05
2018-10-11
4
D
0
16294
D
2021-05-22
Common Stock
16294.0
0
D
Stock Options
65.84
2018-10-11
4
D
0
9925
D
2026-02-24
Common Stock
9925.0
0
D
Performance Share Units
2018-10-11
4
A
0
18015
A
Common Stock
18015.0
18015
D
Performance Share Units
2018-10-11
4
D
0
18015
D
Common Stock
18015.0
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 18,666 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 Craig A. Wilson
2018-10-15