0001140361-17-016351.txt : 20170421 0001140361-17-016351.hdr.sgml : 20170421 20170421102340 ACCESSION NUMBER: 0001140361-17-016351 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: Gordon Crystal L CENTRAL INDEX KEY: 0001547002 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16079 FILM NUMBER: 17774498 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 0001547002 Gordon Crystal L 7301 SOUTH PEORIA STREET ENGLEWOOD CO 80112 0 1 0 0 General Counsel and Secretary Common Stock 2017-04-21 4 D 0 5292 43 D 0 D Common Stock 2017-04-21 4 D 0 18083 43 D 0 D Stock Option (Right to Buy) 53.02 2017-04-21 4 D 0 13703 D 2019-08-06 Common Stock 13703 0 D Stock Option (Right to Buy) 44.03 2017-04-21 4 D 0 13303 D 2020-02-05 Common Stock 13303 0 D Stock Option (Right to Buy) 36.17 2017-04-21 4 D 0 9999 D 2021-03-30 Common Stock 9999 0 D Restricted Stock Unit 2017-04-21 4 D 0 1909 D Common Stock 1909 0 D Performance Share Unit 2017-04-21 4 D 0 3908 D Common Stock 3908 0 D Performance Share Unit 2017-04-21 4 D 0 3764 D Common Stock 3764 0 D Performance Share Unit 2017-04-21 4 D 0 5728 D Common Stock 5728 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, 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 2017-04-21