0001140361-17-016347.txt : 20170421
0001140361-17-016347.hdr.sgml : 20170421
20170421102052
ACCESSION NUMBER: 0001140361-17-016347
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170421
FILED AS OF DATE: 20170421
DATE AS OF CHANGE: 20170421
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AIR METHODS CORP
CENTRAL INDEX KEY: 0000816159
STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522]
IRS NUMBER: 840915893
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7301 S PEORIA
STREET 2: P O BOX 4114
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
BUSINESS PHONE: 3037927400
MAIL ADDRESS:
STREET 1: 7301 S PEORIA
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
FORMER COMPANY:
FORMER CONFORMED NAME: CELL TECHNOLOGY INC /DE/
DATE OF NAME CHANGE: 19911128
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Connolly John J Ed D
CENTRAL INDEX KEY: 0001551242
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-16079
FILM NUMBER: 17774490
MAIL ADDRESS:
STREET 1: 7301 SOUTH PEORIA STREET
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
4
1
doc1.xml
FORM 4
X0306
4
2017-04-21
1
0000816159
AIR METHODS CORP
AIRM
0001551242
Connolly John J Ed D
C/O AIR METHODS CORPORATION
7301 SOUTH PEORIA STREET
ENGLEWOOD
CO
80112
1
0
0
0
Common Stock
2017-04-21
4
D
0
5774
43
D
0
D
Common Stock
2017-04-21
4
D
0
1059
43
D
0
D
Stock Option (Right to Buy)
30.38
2017-04-21
4
D
0
900
D
2017-05-30
Common Stock
900
0
D
Stock Option (Right to Buy)
41.40
2017-04-21
4
D
0
5000
D
2018-01-09
Common Stock
5000
0
D
Stock Option (Right to Buy)
55.07
2017-04-21
4
D
0
5000
D
2019-01-14
Common Stock
5000
0
D
Stock Option (Right to Buy)
41.55
2017-04-21
4
D
0
10698
D
2020-01-15
Common Stock
10698
0
D
Stock Option (Right to Buy)
34.63
2017-04-21
4
D
0
7319
D
2021-05-18
Common Stock
7319
0
D
Pursuant to the Agreement and Plan of Merger dated as of March 14, 2017 (the "Merger Agreement"), between the Company, ASP AMC Merger Sub, Inc., ("Purchaser") and ASP AMC Intermediate Holdings, Inc. ("Parent"), on April 21, 2017, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.06 per share, of the Company (each, a "Share") was cancelled and converted into the right to receive $43.00 in cash.
Such Shares represent unvested restricted Shares subject to a lapsing right of repurchase by the Company (each, a "Restricted Share").
Pursuant to the Merger Agreement, by virtue of the Merger and without any required action on the part of the holder thereof, all vesting conditions and restrictions applicable to each Restricted Share lapsed and each Restricted Share was cancelled and converted automatically into the right to receive $43.00 in cash.
Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Merger, whether or not then exercisable or vested, by virtue of the Merger and without any action by the holder, automatically became fully vested and was canceled immediately prior to, and contingent upon, the consummation of the Merger in exchange for the right to receive a lump-sum cash payment in the amount of the Option Consideration, if any. "Option Consideration" means, with respect to any Option, an amount equal to the product of (i) the number of Shares issuable under such Option multiplied by (ii) the excess of (x) $43.00 over (y) the exercise price payable in respect of each Share issuable under such Option; provided, however, that the Option Consideration for each Option with an exercise price equal to or greater than $43.00 was $0.
/s/ Crystal L. Gordon, Attorney-in-Fact for John J. Connolly, Ed.D.
2017-04-21