0001140361-17-016348.txt : 20170421
0001140361-17-016348.hdr.sgml : 20170421
20170421102125
ACCESSION NUMBER: 0001140361-17-016348
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: Csapo Peter P.
CENTRAL INDEX KEY: 0001616161
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-16079
FILM NUMBER: 17774492
MAIL ADDRESS:
STREET 1: ACCRETIVE HEALTH, INC.
STREET 2: 401 NORTH MICHIGAN AVENUE, SUITE 2700
CITY: CHICAGO
STATE: IL
ZIP: 60611
4
1
doc1.xml
FORM 4
X0306
4
2017-04-21
1
0000816159
AIR METHODS CORP
AIRM
0001616161
Csapo Peter P.
C/O AIR METHODS CORPORATION
7301 S. PEORIA STREET
ENGLEWOOD
CO
80112
0
1
0
0
Chief Financial Officer
Common Stock
2017-04-21
4
D
0
16939
43
D
0
D
Stock Option (Right to Buy)
36.32
2017-04-21
4
D
0
13892
D
2021-06-06
Common Stock
13892
0
D
Restricted Stock Unit
2017-04-21
4
D
0
4001
D
Common Stock
4001
0
D
Performance Share Unit
2017-04-21
4
D
0
8002
D
Common Stock
8002
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"). Such shares of common stock, par value $0.06 per share, of the Company (each, a "Share") 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, less any required withholding taxes.
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, less any required withholding taxes, with respect to such Option. "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.
Each Restricted Stock Unit ("RSU") represented the contingent right to receive one Share.
Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became fully vested and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $43.00 for each Share underlying the RSU, less any required withholding taxes.
Each Performance Share Unit ("PSU") represented the contingent right to receive one Share.
Pursuant to the Merger Agreement, each PSU outstanding immediately prior to the consummation of the Merger automatically and without any required action on the part of its holder became vested at "target level" and was converted immediately prior to, and contingent upon, the consummation of the Merger into a vested right to receive a lump-sum cash payment in an amount equal to $43.00 for each Share underlying the vested PSU, less any required withholding taxes.
/s/ Crystal L. Gordon, Attorney-in-Fact for Peter P. Csapo
2017-04-21