0001678531-16-000086.txt : 20161202 0001678531-16-000086.hdr.sgml : 20161202 20161202170434 ACCESSION NUMBER: 0001678531-16-000086 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161201 FILED AS OF DATE: 20161202 DATE AS OF CHANGE: 20161202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Envision Healthcare Corp CENTRAL INDEX KEY: 0001678531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 812905564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1A BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 1A BURTON HILLS BOULEVARD CITY: NASHVILLE STATE: TN ZIP: 37215 FORMER COMPANY: FORMER CONFORMED NAME: New Amethyst Corp. DATE OF NAME CHANGE: 20160629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOLDEN CHRISTOPHER A CENTRAL INDEX KEY: 0001188113 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37955 FILM NUMBER: 162031856 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD CITY: NASHVILLE STATE: TN ZIP: 37215 4 1 wf-form4_148071625571651.xml FORM 4 X0306 4 2016-12-01 0 0001678531 Envision Healthcare Corp EVHC 0001188113 HOLDEN CHRISTOPHER A 1A BURTON HILLS BLVD NASHVILLE TN 37215 1 1 0 0 President and CEO Common Stock 2016-12-01 4 A 0 571722 A 571722 D Acquisition pursuant to the terms of the Agreement and Plan of Merger, dated as of June 15, 2016, by and among Envision Healthcare Holdings, Inc., Envision Healthcare Corporation (formerly known as New Amethyst Corp.) (the "Company") and AmSurg Corp. (the "Merger Agreement"), exempt under Rule 16b-3. Pursuant to the terms of the Merger Agreement, at the Merger 1 Effective Time (as defined in the Merger Agreement), each share of AmSurg Corp. common stock held by the reporting person immediately prior to the Merger 1 Effective Time was assumed by the Company and converted into one share of the Company's common stock having the same terms and conditions, taking into account any changes thereto by reason of the Mergers (as defined in the Merger Agreement). Pursuant to the Merger Agreement, equity-based awards granted pursuant to AmSurg Corp. plans that were outstanding immediately prior to the effective time of the Mergers were converted into corresponding awards in respect of the Company's common stock at the effective time of the Mergers, subject to the same terms and conditions (including applicable vesting requirements) as were applicable to such awards prior to the consummation of the Mergers; provided, that AmSurg Corp.'s outstanding performance awards issued pursuant to the Performance Share Unit Award Agreement (the "Agreement") under its 2014 Equity and Incentive Plan (the "Plan") that were eligible to vest settled into shares of restricted stock at the Target Award (as defined in the Agreement) upon consummation of the Mergers, as the Mergers constituted a Change of Control (as defined in the Plan). /s/ Kevin D. Eastridge. Attorney-in-Fact for Christopher A. Holden 2016-12-02 EX-24 2 christopheraholdenpoa.htm POWER OF ATTORNEY FOR CHRISTOPHER A. HOLDEN Exhibit

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Craig A. Wilson and Kevin D. Eastridge, and each of them individually, the undersigned’s true and lawful attorney-in-fact to:

(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an Officer and/or Director of Envision Healthcare Corporation, Inc. (the “Company”), (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder (a “Section 16 Form”), and (ii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 16 Form electronically (a “Form ID”, and, together with a Section 16 Form, the “Forms and Schedules”);

(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in- fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.



The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of December, 2016.


 
By:
/s/ Christopher A. Holden
 
 
Christopher A. Holden