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