0001127602-23-020282.txt : 20230705 0001127602-23-020282.hdr.sgml : 20230705 20230705185116 ACCESSION NUMBER: 0001127602-23-020282 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230630 FILED AS OF DATE: 20230705 DATE AS OF CHANGE: 20230705 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warren Amanda M. CENTRAL INDEX KEY: 0001983802 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41704 FILM NUMBER: 231071475 MAIL ADDRESS: STREET 1: 8 MOORE DRIVE CITY: DURHAM STATE: NC ZIP: 27703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fortrea Holdings Inc. CENTRAL INDEX KEY: 0001965040 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 922796441 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8 MOORE DRIVE CITY: DURHAM STATE: NC ZIP: 27709 BUSINESS PHONE: 877-495-0816 MAIL ADDRESS: STREET 1: 8 MOORE DRIVE CITY: DURHAM STATE: NC ZIP: 27709 FORMER COMPANY: FORMER CONFORMED NAME: Silver Spinco Inc. DATE OF NAME CHANGE: 20230207 4 1 form4.xml PRIMARY DOCUMENT X0407 4 2023-06-30 0001965040 Fortrea Holdings Inc. FTRE 0001983802 Warren Amanda M. 8 MOORE DRIVE DURHAM NC 27709 1 Chief Accounting Officer 0 Common Stock 2023-07-01 4 M 0 510 A 510 D Common Stock 2023-07-03 4 F 0 149 36.84 D 361 D Restricted Stock Unit 2023-06-30 4 A 0 937 0 A Common Stock 937 937 D Restricted Stock Unit 2023-06-30 4 A 0 1911 0 A Common Stock 1911 2848 D Restricted Stock Unit 2023-06-30 4 A 0 3185 0 A Common Stock 3185 6033 D Restricted Stock Unit 2023-06-30 4 A 0 10319 0 A Common Stock 10319 16352 D Restricted Stock Unit 2023-06-30 4 A 0 510 0 A Common Stock 510 16862 D Restricted Stock Unit 2023-07-01 4 M 0 510 0 D Common Stock 510 16352 D Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of Fortrea Holdings Inc. Common Stock. Stock withholding to satisfy tax withholding obligations. In connection with the spin-off ("Spin-Off") of Fortrea Holdings Inc. ("Fortrea") by Laboratory Corporation of America Holdings ("Labcorp"), RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the Employee Matters Agreement by and between Labcorp and Fortrea (the "EMA"). Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs will vest in full on February 2, 2024. In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs will vest in two annual installments on February 11 of each of 2024 and 2025. This number reflects the aggregate number of Restricted Stock Units held by the reporting person. In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs vest in three equal annual installments beginning on February 7, 2024. In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs vest in three equal annual installments beginning on June 1, 2024. In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs vested in full on July 1, 2023. /s/ James Stillman Hanson, Attorney-in-Fact for Amanda M. Warren 2023-07-05 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOWN ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of James Stillman Hanson, General Counsel of Fortrea Holdings Inc. (the ?Company?), and Erica Smith-Klocek, Deputy General Counsel of the Company, signing singly, with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, forms and authentication documents for EDGAR Filing Access; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and authentication documents; (iii) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% shareholder of the Company, Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (iv) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 (including amendments thereto) and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (v) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 (including amendments thereto) with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on June 30, 2023. /s/ Amanda Warren ---------------------- Amanda Warren