0001619954-21-000144.txt : 20211129 0001619954-21-000144.hdr.sgml : 20211129 20211129205316 ACCESSION NUMBER: 0001619954-21-000144 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211124 FILED AS OF DATE: 20211129 DATE AS OF CHANGE: 20211129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boldt Jonathan R CENTRAL INDEX KEY: 0001735314 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36841 FILM NUMBER: 211458070 MAIL ADDRESS: STREET 1: 4321 COLLINGTON ROAD CITY: BOWIE STATE: MD ZIP: 20716 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Inovalon Holdings, Inc. CENTRAL INDEX KEY: 0001619954 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 471830316 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4321 COLLINGTON ROAD CITY: BOWIE STATE: MD ZIP: 20716 BUSINESS PHONE: 301-809-4000 MAIL ADDRESS: STREET 1: 4321 COLLINGTON ROAD CITY: BOWIE STATE: MD ZIP: 20716 4 1 wf-form4_163823717940144.xml FORM 4 X0306 4 2021-11-24 1 0001619954 Inovalon Holdings, Inc. INOV 0001735314 Boldt Jonathan R 4321 COLLINGTON ROAD BOWIE MD 20716 0 1 0 0 Chief Financial Officer Class A Common Stock 2021-11-24 4 D 0 260093 41 D 0 D Disposition pursuant to Agreement and Plan of Merger, dated as of August 19, 2021 (the "Merger Agreement") by and among Issuer, Ocala Bidco, Inc., a Delaware corporation ("Parent"), and Ocala Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the terms of the Merger Agreement, immediately prior to the Merger effective time, (a) 30% of each award of unvested restricted shares of Common Stock (each ("Unvested Share") was cancelled, terminated, and converted into the right to receive an amount in cash, without interest equal to (i) the equivalent number of shares of Company Common Stock underlying those Unvested Shares (ii) multiplied by the Merger Consideration, less any applicable withholding Taxes; and (b) 70% of each remaining award of Unvested Shares was converted into a cash-based retention award, in an amount equal to (i) the equivalent number of shares of Company Common Stock underlying those Unvested Shares (ii) multiplied by the Merger Consideration, which cash-based retention award remains subject to the same vesting schedule that applied immediately prior to the Merger effective time, including any performance-based vesting criteria and other vesting requirements. In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Common Stock") issued and outstanding immediately prior to the Merger effective time (but excluding any Rollover Shares (as defined in Issuer's proxy statement), cancelled shares and any dissenting shares) was cancelled and extinguished and automatically converted into and thereafter solely represented the right to receive the merger consideration of $41 per share in cash (the "Merger Consideration") without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement. /s/ Kamyar Daneshvar, Attorney-in-Fact for Jonathan R. Boldt 2021-11-29