0001127602-23-021020.txt : 20230719 0001127602-23-021020.hdr.sgml : 20230719 20230719165318 ACCESSION NUMBER: 0001127602-23-021020 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230630 FILED AS OF DATE: 20230719 DATE AS OF CHANGE: 20230719 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mcconnell Jill G. CENTRAL INDEX KEY: 0001979544 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41704 FILM NUMBER: 231097299 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/A 1 form4a.xml PRIMARY DOCUMENT X0508 4/A 2023-06-30 2023-07-05 0001965040 Fortrea Holdings Inc. FTRE 0001979544 Mcconnell Jill G. 8 MOORE DRIVE DURHAM NC 27709 1 Chief Financial Officer 0 Restricted Stock Unit 2023-06-30 4 A 0 1708 0 A Common Stock 1708 1708 D Restricted Stock Unit 2023-06-30 4 A 0 3088 0 A Common Stock 3088 4796 D Restricted Stock Unit 2023-06-30 4 A 0 5052 0 A Common Stock 5052 9848 D Restricted Stock Unit 2023-06-30 4 A 0 33013 0 A Common Stock 33013 42861 D Restricted Stock Unit 2023-06-30 4 A 0 20776 0 A Common Stock 20776 63637 D Restricted Stock Unit 2023-06-30 4 A 0 2033 0 A Common Stock 2033 65670 D This Form 4 is amended to reflect the adjusted amount of Restricted Stock Units ("RSUs") issued to the Reporting Person in connection with the final adjustment ratio calculated pursuant to the terms of the Employee Matters Agreement (the "EMA") by and between Laboratory Corporation of America Holdings ("Labcorp") and Fortrea Holdings Inc. ("Fortrea"). Each RSU represents the contingent right to receive one share of Fortrea Holdings Inc. Common Stock. In connection with the spin-off ("Spin-Off") of Fortrea by Labcorp, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of 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. 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. 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. The RSUs vest in three equal annual installments beginning on June 1, 2024. In connection with the Spin-Off, performance awards granted by Labcorp in 2021 for the three-year performance period through December 31, 2023 (the "2021 PSA") were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. The 2021 PSA was converted into a number of time-vesting Fortrea RSUs based on the degree of achievement of the performance criteria subject to the 2021 PSA prior to the Spin-Off and the adjustment ratio that applies to Labcorp equity awards in the Spin-Off, with vesting to occur on the 30th day following Labcorp's filing of an annual report with the SEC on Form 10-K that includes or incorporates by reference audited financial statements with respect to the 3-year period ending December 31, 2023. In connection with the Spin-Off, performance awards granted by Labcorp in 2022 for the three-year performance period through December 31, 2024 (the "2022 PSA") were converted into time-vesting RSUs of Fortrea and performance share awards of Fortrea pursuant to the terms of the EMA. The 2022 PSA was converted into a time-vesting Fortrea RSU equal to 50% of the target number of shares subject to the 2022 PSA, after application of the adjustment ratio that applies to Labcorp equity awards in the Spin-Off, with vesting to occur on the 30th day following Labcorp's filing of an annual report with the SEC on Form 10-K that includes or incorporates by reference audited financial statements with respect to the 3-year period ending December 31, 2024, with the remainder of the 2022 PSA being converted into a performance share award of Fortrea that is not being reported on this Form. /s/ James Stillman Hanson, Attorney-in-Fact for Jill G. McConnell 2023-07-19 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): EXHIBIT 24 - 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 7, 2023. /s/ Jill G. Mcconnell ---------------------- Jill G. Mcconnell