FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
LEGACY LIFEPOINT HEALTH, INC. [ LPNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 11/09/2018 | G | V | 10,000 | D | $0.0000 | 475,422 | D | ||
Common | 11/13/2018 | G | V | 36,198 | D | $0.0000 | 439,224 | D | ||
Common | 11/14/2018 | G | V | 261,539 | D | $0.0000 | 177,685 | D | ||
Common | 11/16/2018 | D(1) | 177,685 | D | $0(1) | 0.0000 | D | |||
Common | 11/16/2018 | D(1) | 1,629 | D | $0(1) | 0.0000 | I | By Retirement Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Non-Qualified Stock Options (Right to buy) | $44.34 | 11/16/2018 | D(2) | 200,000 | (2) | 02/19/2023 | Common | 200,000 | $0.0000 | 0.0000 | D | ||||
Non-Qualified Stock Options (Right to buy) | $39.97 | 11/16/2018 | D(2) | 200,000 | (2) | 02/21/2022 | Common | 200,000 | $0.0000 | 0.0000 | D | ||||
Non-Qualified Stock Options (Right to buy) | $31.51 | 11/16/2018 | D(2) | 235,000 | (2) | 02/23/2020 | Common | 235,000 | $0.0000 | 0.0000 | D | ||||
Non-Qualified Stock Options (Right to buy) | $35.88 | 11/16/2018 | D(2) | 165,000 | (2) | 02/23/2021 | Common | 165,000 | $0.0000 | 0.0000 | D | ||||
Non-Qualified Stock Options (Right to buy) | $64.22 | 11/16/2018 | D(2) | 242,932 | (2) | 02/23/2026 | Common | 242,932 | $0.0000 | 0.0000 | D | ||||
Non-Qualified Stock Options (Right to buy) | $21.41 | 11/16/2018 | D(2) | 200,000 | (2) | 02/24/2019 | Common | 200,000 | $0.0000 | 0.0000 | D | ||||
Non-Qualified Stock Options (Right to buy) | $71 | 11/16/2018 | D(2) | 255,000 | (2) | 02/24/2025 | Common | 255,000 | $0.0000 | 0.0000 | D | ||||
Non-Qualified Stock Options (Right to buy) | $52.9 | 11/16/2018 | D(2) | 195,000 | (2) | 02/25/2024 | Common | 195,000 | $0.0000 | 0.0000 | D | ||||
Non-Qualified Stock Options (Right to buy) | $44.85 | 11/16/2018 | D(2) | 239,167 | (2) | 02/27/2028 | Common | 239,167 | $0.0000 | 0.0000 | D | ||||
Non-Qualified Stock Options (Right to buy) | $64.5 | 11/16/2018 | D(2) | 245,482 | 02/28/2018(2) | 02/28/2027 | Common | 245,482 | $0.0000 | 0.0000 | D | ||||
Restricted Stock Units | $0.0000(3) | 11/16/2018 | D(3) | 198,555 | (3) | (3) | Common | 198,555 | (3) | 0.0000 | D | ||||
Restricted Stock Units | $0.0000(3) | 11/16/2018 | D(3) | 81,009 | 12/31/2019(3) | 12/31/2019(3) | Common | 81,009 | (3) | 0.0000 | D |
Explanation of Responses: |
1. Pursuant to the terms of the Agreement and Plan of Merger between the Issuer, RegionalCare Hospital Partners Holdings, Inc. d/b/a RCCH HealthCare Partners, and Legend Merger Sub, Inc. (the "Merger Agreement"), each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was canceled and converted into the right to receive $65.00 in cash, without interest. |
2. Pursuant to the terms of the Merger Agreement, each outstanding option, whether vested or unvested, became fully vested as of the effective time of the merger, and was canceled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, determined by multiplying the excess, if any, of the merger consideration of $65.00 per share over the applicable exercise price per share of such option by the number of shares of common stock subject to such option, or if there was no such excess was canceled without consideration. |
3. Pursuant to the terms of the Merger Agreement, each outstanding performance-based restricted stock unit ("PRSU"), whether vested or unvested, became fully vested as of the effective time of the merger, and was canceled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to the merger consideration of $65.00 per share multiplied by the number of shares of Common Stock subject to such PRSUs as set forth in the applicable award agreement. |
/s/ Kathy Teague, Attorney-in-Fact | 11/20/2018 | |
** 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 Number. |