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SGFY Signify Health Inc

30.49
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Signify Health Inc NYSE:SGFY NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 30.49 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

29/03/2023 1:56pm

Edgar (US Regulatory)


FORM 4
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 *

Pierre David
2. Issuer Name and Ticker or Trading Symbol

Signify Health, Inc. [ SGFY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

C/O SIGNIFY HEALTH, INC., 4055 VALLEY VIEW LN, SUITE 700
3. Date of Earliest Transaction (MM/DD/YYYY)

3/29/2023
(Street)

DALLAS, TX 75244
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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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
Class A Common Stock 3/29/2023  C(1)  772875 A (1)972056 D  
Class A Common Stock 3/29/2023  D(2)(3)  166118 D (2)(3)805938 D  
Class B Common Stock 3/29/2023  D(4)  772875 D (4)0 D  
Class A Common Stock 3/29/2023  D(5)  805938 D (5)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LLC Units in Cure Aggregator, LLC  (1)3/29/2023  C     772875   (1) (1)Class A Common Stock 772875  (1)0 D  
Employee Stock Options (Right to Buy) $14.19 3/29/2023  D     317127   (6)(7)(8) (6)(7)(8)Class A Common Stock 317127  (6)(7)(8)0 D  

Explanation of Responses:
(1) On March 29, 2023, pursuant to that certain Agreement and Plan of Merger, dated September 2, 2022, between the Issuer, CVS Pharmacy, Inc. ("Parent") and Noah Merger Sub, Inc. (the "Merger Agreement"), the Reporting Person received 772,875 shares of the Issuer's Class A Common Stock ("Class A Common Stock") pursuant to the exchange by Cure Aggregator, LLC of LLC Units of Cure TopCo, LLC ("LLC Units") for the Issuer's Class A Common Stock on a one-for one basis (and the corresponding cancellation of an equal number of shares of the Issuer's Class B Common Stock ("Class B Common Stock")), and the subsequent distribution by Cure Aggregator, LLC to the Reporting Person of such shares of Class A Common Stock.
(2) Pursuant to the Merger Agreement, as of the effective time of the merger (the "Effective Time"), each restricted stock unit with respect to shares of the Issuer's Class A Common Stock (each, an "Issuer RSU") that was not (i) outstanding immediately prior to the Effective Time to the extent vested and unsettled or (ii) outstanding immediately prior to the Effective Time and was held by any person who is a non-employee director, consultant or independent contractor engaged by the Issuer and was outstanding immediately prior to the Effective Time (each, a "Rollover RSU") was converted into a restricted stock unit, subject to substantially the same terms and conditions as were applicable under such Rollover RSU, with respect to a number of shares of common stock of CVS Health Corporation ("CVS Health Stock") equal to the number of shares of Class A Common Stock subject to such Rollover RSU multiplied by a fraction,
(3) (Continued from Footnote 2) the numerator of which is the Per Share Consideration and the denominator of which is the volume weighted average trading price (rounded to the nearest $0.01) of one share of CVS Health Stock on the New York Stock Exchange as reported on Bloomberg L.P. under the function "VWAP" (or, if not reported therein, in another authoritative source mutually selected by the parties) for the ten (10) consecutive trading days ending on (and including) the trading day that is three (3) trading days prior to the date of the closing of the Merger (the "Exchange Ratio").
(4) Pursuant to the Merger Agreement, each share of Class B Common Stock outstanding and held by the Reporting Person immediately prior to the Effective Time, was cancelled.
(5) Pursuant to the Merger Agreement, each share of Class A Common Stock outstanding and held by the Reporting Person immediately prior to the Effective Time, was cancelled and converted into the right to receive the Per Share Consideration.
(6) Pursuant to the Merger Agreement, each option to purchase a share of Class A Common Stock (each, an "Issuer Option") granted by Issuer under an Issuer stock plan that was (i) outstanding as of immediately prior to the Effective Time and was vested and unexercised (but not, for the avoidance of doubt, (x) any unvested Issuer Option that was outstanding immediately prior to the Effective Time with an exercise price that is equal to or greater than $30.50 or (y) any Issuer Option that is forfeited due to failure to satisfy performance-based conditions) or (ii) outstanding immediately prior to the Effective Time and was held by a non-employee director, consultant or independent contractor of the Issuer (whether vested or unvested) (each, a "Cash-Out Option"), was cancelled and converted into the right to receive an amount in cash equal to the product of (1) the excess, if any, of the Per Share Consideration over the per-share exercise price of such Cash-Out Option, multiplied by
(7) (Continued from Footnote 6) (2) the number of shares of Class A Common Stock then subject to such Cash-Out Option as of immediately prior to the Effective Time.
(8) Pursuant to the Merger Agreement, each Issuer Option that is not a Cash-Out Option and is outstanding immediately prior to the Effective Time (each, a "Rollover Stock Option") was converted into an option to acquire, on substantially the same terms and conditions as were applicable under such Rollover Stock Option, the number of shares of CVS Health Stock (rounded down to the nearest whole share), determined by multiplying (x) the number of shares of Class A Common Stock subject to such Rollover Stock Option immediately prior to the Effective Time by (y) the Exchange Ratio, at an exercise price per share of CVS Health Stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Class A Common Stock subject to such Rollover Stock Option divided by (B) the Exchange Ratio.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Pierre David
C/O SIGNIFY HEALTH, INC.
4055 VALLEY VIEW LN, SUITE 700
DALLAS, TX 75244


Chief Operating Officer

Signatures
Adam McAnaney, as attorney-in-fact for David Pierre3/29/2023
**Signature of Reporting PersonDate


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.

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1 Year Signify Health Chart

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1 Month Signify Health Chart