0001127602-23-021977.txt : 20230803 0001127602-23-021977.hdr.sgml : 20230803 20230803175452 ACCESSION NUMBER: 0001127602-23-021977 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230701 FILED AS OF DATE: 20230803 DATE AS OF CHANGE: 20230803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warren Amanda M. CENTRAL INDEX KEY: 0001983802 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41704 FILM NUMBER: 231141476 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 2023-07-01 2023-07-05 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 0 570 A 570 D Common Stock 2023-07-03 4 F 0 167 36.84 D 403 D Restricted Stock Unit 2023-07-01 4 M 0 570 0 D Common Stock 570 18265 D This Form 4 is amended to reflect a filing originally made on July 5, 2023, which filing was previously amended on July 19, 2023 to reflect amendments to other transactions. The amendments in this filing reflect the amount of Restricted Stock Units ("RSUs") that were settled into shares of common stock and the number of shares of common stock forfeited by the Reporting Person, in each case after taking into account 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") and applicable tax withholding calculations. Each RSU represents the right to receive, at settlement, one share of common stock. This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date. Shares withheld by Fortrea to satisfy tax withholding requirements on vesting of RSUs. 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 vested in full on July 1, 2023. This number reflects the aggregate number of RSUs held by the reporting person. /s/ James Stillman Hanson, Attorney-in-Fact for Amanda M. Warren 2023-08-03 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