0001678531-18-000148.txt : 20181015
0001678531-18-000148.hdr.sgml : 20181015
20181015125212
ACCESSION NUMBER: 0001678531-18-000148
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: JACKSON BRIAN L.
CENTRAL INDEX KEY: 0001734833
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37955
FILM NUMBER: 181121787
MAIL ADDRESS:
STREET 1: 1A BURTON HILLS BLVD
CITY: NASHVILLE
STATE: TN
ZIP: 37215
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_153962231627412.xml
FORM 4
X0306
4
2018-10-11
1
0001678531
Envision Healthcare Corp
EVHC
0001734833
JACKSON BRIAN L.
1A BURTON HILLS BLVD
NASHVILLE
TN
37215
0
1
0
0
President Physician Services
Common Stock
2018-10-11
4
D
0
24302
46
D
0
D
Performance Share Units
2018-10-11
4
A
0
20935
A
Common Stock
20935.0
20935
D
Performance Share Units
2018-10-11
4
D
0
20935
D
Common Stock
20935.0
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 12,969 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 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 Brian L. Jackson
2018-10-15