0001179110-18-005330.txt : 20180403 0001179110-18-005330.hdr.sgml : 20180403 20180403184432 ACCESSION NUMBER: 0001179110-18-005330 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180331 FILED AS OF DATE: 20180403 DATE AS OF CHANGE: 20180403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GUENTHNER C STEVEN CENTRAL INDEX KEY: 0001263625 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09848 FILM NUMBER: 18735210 MAIL ADDRESS: STREET 1: 9510 ORMSBY STATION ROAD STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40223 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALMOST FAMILY INC CENTRAL INDEX KEY: 0000799231 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 061153720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 9510 ORMSBY STATION ROAD STREET 2: STE 300 CITY: LOUISVILLE STATE: KY ZIP: 40223 BUSINESS PHONE: 5028911000 MAIL ADDRESS: STREET 1: 9510 ORMSBY STATION ROAD STREET 2: SUITE 300 CITY: LOUISVILLE STATE: KY ZIP: 40223 FORMER COMPANY: FORMER CONFORMED NAME: CARETENDERS HEALTH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SENIOR SERVICE CORP DATE OF NAME CHANGE: 19920123 4 1 edgar.xml FORM 4 - X0306 4 2018-03-31 1 0000799231 ALMOST FAMILY INC AFAM 0001263625 GUENTHNER C STEVEN 9510 ORMSBY STATION ROAD SUITE 300 LOUISVILLE KY 40223 0 1 0 0 President & PFO Common Stock 2018-03-31 4 F 0 15407 56.00 D 141182 D Common Stock 2018-04-01 4 D 0 141182 D 0 D Option (right to buy) 49.05 2018-04-01 4 D 0 9400 D 2027-03-09 Common Stock 9400 0 D Option (right to buy) 36.03 2018-04-01 4 D 0 12200 D 2026-03-03 Common Stock 12200 0 D Option (right to buy) 37.28 2018-04-01 4 D 0 11500 D 2025-03-01 Common Stock 11500 0 D Option (right to buy) 24.28 2018-04-01 4 D 0 14400 D 2024-03-16 Common Stock 14400 0 D Option (right to buy) 24.16 2018-04-01 4 D 0 6200 D 2022-02-26 Common Stock 6200 0 D Option (right to buy) 20.89 2018-04-01 4 D 0 12400 D 2023-02-28 Common Stock 12400 0 D Option (right to buy) 40.13 2018-04-01 4 D 0 3000 D 2019-12-13 Comnmon Stock 3000 0 D Option (Right to Buy) 33.27 2018-04-01 4 D 0 6900 D 2019-02-08 Common Stock 6900 0 D Option (right to buy) 36.69 2018-04-01 4 D 0 4300 D 2021-03-10 Common Stock 4300 0 D Pursuant to the Agreement and Plan of Merger, dated as of November 15, 2017 (the "Merger Agreement"), by and among the Issuer, LHC Group, Inc. ("LHC Group"), and Hammer Merger Sub, Inc., a wholly owned subsidiary of LHC Group ("Merger Sub"), each share of the Issuer's common stock was converted to 0.9150 shares of LHC Group common stock, with any fractional shares being paid out in cash. The shares of common stock of LHC Group had a market value of $61.56 per share as of the close of trading on NASDAQ on March 29, 2018, the last trading day immediately preceding April 1, 2018, the effective date of the merger. Pursuant to the Merger Agreement, each option to purchase shares of the Issuer's common stock, whether vested or unvested, that was outstanding immediately prior to the effective time of the merger was converted into an option to purchase, on the same terms and conditions as were applicable under the Issuer stock option immediately prior to the effective time of the merger, a number of shares of LHC Group common stock (rounded down to the nearest whole share) equal to the product obtained by multiplying (x) the total number of shares of Issuer common stock subject to the Issuer option by (y) 0.9150, at a per share exercise price, rounded up to the nearest whole cent, equal to the quotient obtained by dividing (i) the per share exercise price for each share of Issuer common stock subject to the Issuer option by (ii) 0.9150. This option would have vested in four equal annual installments beginning March 10, 2017; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement. This option would have vested in four equal annual installments beginning March 4, 2016; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement. This option would have vested in four equal annual installments beginning March 2, 2015; however, the vesting of this option was accelerated in connection with the transactions contemplated by the Merger Agreement. This option became vested in four equal annual installments beginning March 17, 2014. This option became vested in four equal annual installments beginning March 1, 2013. This option became vested in four equal annual installments beginning February 27, 2012. This option became vested in four equal annual installments beginning March 11, 2011. This option became vested in four equal annual installments beginning December 14, 2009. This option became vested in four equal annual installments beginning February 9, 2009. Payment of tax liability by delivery of securities in connection with vesting of previously issued shares of restricted stock in accordance with Rule 16b-3. /s/ C. Steven Guenthner 2018-04-03