0000899243-22-012661.txt : 20220329
0000899243-22-012661.hdr.sgml : 20220329
20220329163044
ACCESSION NUMBER: 0000899243-22-012661
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220328
FILED AS OF DATE: 20220329
DATE AS OF CHANGE: 20220329
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MORRIS DEBRA L
CENTRAL INDEX KEY: 0001838995
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40053
FILM NUMBER: 22781302
MAIL ADDRESS:
STREET 1: 11620 WILSHIRE BOULEVARD
STREET 2: SUITE 1000
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Apria, Inc.
CENTRAL INDEX KEY: 0001735803
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082]
IRS NUMBER: 824937641
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7353 COMPANY DRIVE
CITY: INDIANAPOLIS
STATE: IN
ZIP: 46237
BUSINESS PHONE: 800-990-9799
MAIL ADDRESS:
STREET 1: 7353 COMPANY DRIVE
CITY: INDIANAPOLIS
STATE: IN
ZIP: 46237
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-03-28
1
0001735803
Apria, Inc.
APR
0001838995
MORRIS DEBRA L
C/O APRIA INC.
7353 COMPANY DRIVE
INDIANAPOLIS
IN
46237
0
1
0
0
EVP, CFO
Common Stock
2022-03-28
4
M
0
8190
2.07
A
12750
D
Common Stock
2022-03-28
4
F
0
4289
37.50
D
8461
D
Common Stock
2022-03-29
4
D
0
8461
37.50
D
0
D
Stock Appreciation Rights
2.07
2022-03-28
4
M
0
8190
0.00
D
2027-03-09
Common Stock
8190
8860
D
Stock Appreciation Rights
2.07
2022-03-29
4
D
0
8860
35.43
D
2027-03-09
Common Stock
8860
0
D
Stock Appreciation Rights
4.67
2022-03-29
4
D
0
45034
32.83
D
2027-03-09
Common Stock
45034
0
D
Stock Appreciation Rights
4.67
2022-03-29
4
D
0
10859
32.83
D
2025-06-05
Common Stock
10859
0
D
Stock Appreciation Rights
5.33
2022-03-29
4
D
0
45918
32.17
D
2029-10-08
Common Stock
45918
0
D
Stock Appreciation Rights
5.33
2022-03-29
4
D
0
61189
32.17
D
2030-05-12
Common Stock
61189
0
D
Stock Appreciation Rights
8.28
2022-03-29
4
D
0
35392
29.22
D
2025-02-20
Common Stock
35392
0
D
Stock Appreciation Rights
8.28
2022-03-29
4
D
0
43486
29.22
D
2025-06-05
Common Stock
43486
0
D
Stock Appreciation Rights
8.28
2022-03-29
4
D
0
67573
29.22
D
2027-03-09
Common Stock
67573
0
D
Stock Appreciation Rights
8.28
2022-03-29
4
D
0
15310
29.22
D
2029-10-08
Common Stock
15310
0
D
Restricted Stock Units
2022-03-29
4
D
0
12015
37.50
D
Common Stock
12015
0
D
LTIP Units
2022-03-29
4
A
0
9044
0.00
A
Common Stock
9044
9044
D
LTIP Units
2022-03-29
4
D
0
9044
37.50
D
Common Stock
9044
0
D
Performance-based Restricted Stock Units
2022-03-29
4
A
0
24030
0.00
A
Common Stock
24030
24030
D
Performance-based Restricted Stock Units
2022-03-29
4
D
0
24030
37.50
D
Common Stock
24030
0
D
The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
These stock appreciation rights are fully vested.
On March 29, 2022, Owens & Minor, Inc. ("Owens & Minor") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, dated as of January 7, 2022 (the "Merger Agreement"), by and among the Issuer, Owens & Minor and StoneOak Merger Sub Inc., an indirect, wholly owned subsidiary of Owens & Minor ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Owens & Minor. At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $37.50 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax.
Pursuant to the Merger Agreement, these fully vested stock appreciation rights were canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger.
Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting in equal quarterly installments until August 15, 2024, became fully vested and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger.
Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting as follows: (a) 20% vest on May 12, 2021, and (b) the remaining to vest in equal quarterly installments ending on May 12, 2025, became fully vested and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger.
Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.
Pursuant to the Merger Agreement, each restricted stock unit ("RSU") became fully vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such RSU, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration.
Represents RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on June 10, 2022.
In connection with the Merger, certain performance-based Restricted Stock Units ("PSUs") and long-term incentive plan units ("LTIP") were vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such PSU or LTIP, as applicable, immediately prior to the effective time of the Merger multiplied by the Merger Consideration.
Represents LTIP awards granted in 2020 which were originally scheduled to vest in equal quarterly installments beginning on March 31, 2020, subject to the satisfaction of certain performance criteria as determined at the end of the three year performance period.
Represents PSUs granted in 2021 pursuant to the Issuer's 2021 omnibus incentive plan, which were originally scheduled to vest based on the achievement of certain performance criteria.
/s/ Debra L. Morris
2022-03-29