0000769993-13-000293.txt : 20130315 0000769993-13-000293.hdr.sgml : 20130315 20130315180911 ACCESSION NUMBER: 0000769993-13-000293 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130312 FILED AS OF DATE: 20130315 DATE AS OF CHANGE: 20130315 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EPOCRATES INC CENTRAL INDEX KEY: 0001096738 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943326769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1100 PARK PLACE, SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: 650-227-1700 MAIL ADDRESS: STREET 1: 1100 PARK PLACE, SUITE 300 CITY: SAN MATEO STATE: CA ZIP: 94403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35062 FILM NUMBER: 13695531 BUSINESS ADDRESS: STREET 1: 200 WEST STREET STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35062 FILM NUMBER: 13695532 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 4 1 ownershipdoc03112013105444.xml X0306 4 2013-03-12-04:00 true 0001096738 EPOCRATES INC EPOC 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 false false true false 0000769993 GOLDMAN SACHS & CO 200 WEST STREET NEW YORK NY 10282 false false true false Common Stock 2013-03-12-04:00 4 U false 2765754 D 0 I See footnotes Stock Option (right to buy) 10.17 2013-03-12-04:00 4 J false 15720 D 2019-12-16-05:00 Common Stock 15720 0 I See footnotes Stock Option (right to buy) 13.36 2013-03-12-04:00 4 J false 3930 D 2020-10-27-04:00 Common Stock 3930 0 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and together with GS Group, the "Reporting Persons"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Pursuant to an agreement and plan of merger, dated as of January 7, 2013 (the "Merger Agreement"), among Epocrates, Inc. ("the Company"), athenahealth, Inc. ("athenahealth"), and Echo Merger Sub, Inc., a wholly-owned subsidiary of athenahealth, each share of common stock, par value $0.001 per share (the "Common Stock") of the Company issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive $11.75 in cash, without interest and less any applicable withholding taxes (the "Merger"). On December 17, 2009, 15,720 stock options were granted to Darren W. Cohen, a managing director of Goldman Sachs who at the time of the grant was a director of the Company (the "Former Director"), pursuant to the Epocrates, Inc. 2008 Equity Incentive Plan (the "Plan"). The 15,720 shares subject to the stock option are fully vested and exercisable. On October 28, 2010, 15,720 stock options were granted to the Former Director pursuant to the Plan. Upon the Former Director's resignation as a director of the Company, 11,790 of the stock options were cancelled. The remaining 3,930 shares subject to the stock option are fully vested and exercisable. As set forth in the Merger Agreement, athenahealth assumed all outstanding options and restricted stock unit awards under the Plan. Each outstanding option and restricted stock unit award will be exercisable or will be settled upon the same terms and conditions as under the Plan, except that each option will be exercisable for, and each restricted stock unit will be converted into the right to receive, 0.1239 shares of athenahealth's common stock. /s/ Kevin P. Treanor, Attorney-in-fact 2013-03-15-04:00 /s/ Kevin P. Treanor, Attorney-in-fact 2013-03-15-04:00