0001619954-21-000146.txt : 20211129
0001619954-21-000146.hdr.sgml : 20211129
20211129205357
ACCESSION NUMBER: 0001619954-21-000146
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211124
FILED AS OF DATE: 20211129
DATE AS OF CHANGE: 20211129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FLETCHER DENISE K
CENTRAL INDEX KEY: 0001185122
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36841
FILM NUMBER: 211458073
MAIL ADDRESS:
STREET 1: UNISYS CORPORATION
STREET 2: 801 LAKEVIEW DRIVE, SUITE 100
CITY: BLUE BELL
STATE: PA
ZIP: 19422
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Inovalon Holdings, Inc.
CENTRAL INDEX KEY: 0001619954
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 471830316
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4321 COLLINGTON ROAD
CITY: BOWIE
STATE: MD
ZIP: 20716
BUSINESS PHONE: 301-809-4000
MAIL ADDRESS:
STREET 1: 4321 COLLINGTON ROAD
CITY: BOWIE
STATE: MD
ZIP: 20716
4
1
wf-form4_163823722097257.xml
FORM 4
X0306
4
2021-11-24
1
0001619954
Inovalon Holdings, Inc.
INOV
0001185122
FLETCHER DENISE K
4321 COLLINGTON ROAD
BOWIE
MD
20716
1
0
0
0
Class A Common Stock
2021-11-24
4
D
0
57412
41
D
0
D
Class B Common Stock
2021-11-24
4
D
0
31515
41
D
0
D
Restricted Stock Units
2021-11-24
4
D
0
2305
41
D
Class A Common Stock
2305.0
0
D
Employee Stock Option (right to buy)
2021-11-24
4
D
0
14745
41
D
Class B Common Stock
14745.0
0
D
Disposition pursuant to Agreement and Plan of Merger, dated as of August 19, 2021 (the "Merger Agreement") by and among Issuer, Ocala Bidco, Inc., a Delaware corporation ("Parent"), and Ocala Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent.
In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Common Stock") issued and outstanding immediately prior to the Merger effective time (but excluding any Rollover Shares (as defined in Issuer's proxy statement), cancelled shares and any dissenting shares) was cancelled and extinguished and automatically converted into and thereafter solely represented the right to receive the merger consideration of $41 per share in cash (the "Merger Consideration") without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.
Pursuant to the Merger Agreement, immediately prior to the Merger effective time, each unvested award of restricted stock units with respect to shares of Common Stock was cancelled and terminated and converted into the right solely to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock underlying such restricted stock unit award by (ii) the Merger Consideration, less any applicable withholding taxes.
Pursuant to the Merger Agreement, immediately prior to the Merger effective time, each outstanding and unexpired option to purchase shares of Common Stock was cancelled and terminated and converted into the right to receive an amount in cash, if any and without interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock subject to such option, by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option, less any applicable withholding taxes.
/s/ Kamyar Daneshvar, Attorney-in-Fact for Denise K. Fletcher
2021-11-29