ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for alerts Register for real-time alerts, custom portfolio, and market movers

EVHC Envision Healthcare Corp. (delisted)

45.99
0.00 (0.00%)
Pre Market
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Envision Healthcare Corp. (delisted) NYSE:EVHC NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 45.99 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

15/10/2018 6:01pm

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wilson Craig A.
2. Issuer Name and Ticker or Trading Symbol

Envision Healthcare Corp [ EVHC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
General Counsel & Secretary
(Last)          (First)          (Middle)

1A BURTON HILLS BLVD
3. Date of Earliest Transaction (MM/DD/YYYY)

10/11/2018
(Street)

NASHVILLE, TN 37215
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   10/11/2018     D    24441   (1) (2) D $46   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   $115.57   (3) 10/11/2018     D         524      (3) 3/20/2025   (3) Common Stock   524.0     (3) 0   D    
Stock Options   $68.86   (3) 10/11/2018     D         2179      (3) 8/13/2023   (3) Common Stock   2179.0     (3) 0   D    
Stock Options   $11.05   (3) 10/11/2018     D         16294      (3) 5/22/2021   (3) Common Stock   16294.0     (3) 0   D    
Stock Options   $65.84   (3) 10/11/2018     D         9925      (3) 2/24/2026   (3) Common Stock   9925.0     (3) 0   D    
Performance Share Units     (4) 10/11/2018     A      18015         (4)   (4) Common Stock   18015.0     (4) 18015   D    
Performance Share Units     (4) 10/11/2018     D         18015      (4)   (4) Common Stock   18015.0     (4) 0   D    

Explanation of Responses:
(1)  At the Effective Time, each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) was cancelled and converted into the right to receive $46.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes.
(2)  Includes 18,666 restricted stock unit awards ("Company RSUs"). At the Effective Time, each Company RSU that was outstanding as of immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to the sum of (i) the product of (A) the total number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (B) the Merger Consideration and (ii) any accrued but unpaid dividend equivalents with respect to such Company RSU.
(3)  At the Effective Time, each option to purchase shares of Company Common Stock ("Company Option") that was outstanding as of immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option and (ii) the total number of shares of Company Common Stock subject to such Company Option. Any Company Option that had an exercise price per share that was equal to or greater than the Merger Consideration was cancelled for no consideration.
(4)  At the Effective Time, each performance share unit award in respect of Company Common Stock ("Company PSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (the "Company PSU Consideration") equal to the product of (i) the total number of shares of Company Common Stock subject to such Company PSU assuming target performance and (ii) the Merger Consideration. The Company PSU Consideration will generally be payable to the holder of the corresponding Company PSU in a single lump sum on the date on which the applicable Company PSU would have otherwise vested, generally subject to such holder's continued service through the applicable vesting date.

Remarks:
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 10, 2018, by and among Envision Healthcare Corporation (the "Company"), Enterprise Parent Holdings Inc. ("Parent"), and Enterprise Merger Sub Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on June 13, 2018, pursuant to which the Company became a wholly owned subsidiary of Parent (the "Merger") on October 11, 2018 (the "Effective Time").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wilson Craig A.
1A BURTON HILLS BLVD
NASHVILLE, TN 37215


General Counsel & Secretary

Signatures
/s/ Kevin D. Eastridge. Attorney-in-Fact for Craig A. Wilson 10/15/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1 Year ENVISION HEALTHCARE HOLDINGS, IN Chart

1 Year ENVISION HEALTHCARE HOLDINGS, IN Chart

1 Month ENVISION HEALTHCARE HOLDINGS, IN Chart

1 Month ENVISION HEALTHCARE HOLDINGS, IN Chart

Your Recent History

Delayed Upgrade Clock