0001225208-18-015770.txt : 20181120
0001225208-18-015770.hdr.sgml : 20181120
20181120214950
ACCESSION NUMBER: 0001225208-18-015770
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181116
FILED AS OF DATE: 20181120
DATE AS OF CHANGE: 20181120
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DILL DAVID M
CENTRAL INDEX KEY: 0001268772
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51251
FILM NUMBER: 181196884
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LEGACY LIFEPOINT HEALTH, INC.
CENTRAL INDEX KEY: 0001301611
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062]
IRS NUMBER: 201538254
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 330 SEVEN SPRINGS WAY
CITY: BRENTWOOD
STATE: TN
ZIP: 37027
BUSINESS PHONE: 615-920-7600
MAIL ADDRESS:
STREET 1: 330 SEVEN SPRINGS WAY
CITY: BRENTWOOD
STATE: TN
ZIP: 37027
FORMER COMPANY:
FORMER CONFORMED NAME: LIFEPOINT HEALTH, INC.
DATE OF NAME CHANGE: 20150511
FORMER COMPANY:
FORMER CONFORMED NAME: LIFEPOINT HOSPITALS, INC.
DATE OF NAME CHANGE: 20050421
FORMER COMPANY:
FORMER CONFORMED NAME: Lakers Holding Corp.
DATE OF NAME CHANGE: 20040826
4
1
doc4.xml
X0306
4
2018-11-16
1
0001301611
LEGACY LIFEPOINT HEALTH, INC.
LPNT
0001268772
DILL DAVID M
330 SEVEN SPRINGS WAY
BRENTWOOD
TN
37027
1
President and Chief Operating
Common
2018-11-16
4
D
0
224160.0000
0
D
0.0000
D
Common
2018-11-16
4
D
0
6350.0000
0
D
0.0000
I
By Custodian For Child
Common
2018-11-16
4
D
0
758.0000
0
D
0.0000
I
By Retirement Plan
Non-Qualified Stock Options (Right to buy)
44.3400
2018-11-16
4
D
0
100000.0000
0.0000
D
2023-02-19
Common
100000.0000
0.0000
D
Non-Qualified Stock Options (Right to buy)
39.9700
2018-11-16
4
D
0
100000.0000
0.0000
D
2022-02-21
Common
100000.0000
0.0000
D
Non-Qualified Stock Options (Right to buy)
31.5100
2018-11-16
4
D
0
60000.0000
0.0000
D
2020-02-23
Common
60000.0000
0.0000
D
Non-Qualified Stock Options (Right to buy)
35.8800
2018-11-16
4
D
0
70000.0000
0.0000
D
2021-02-23
Common
70000.0000
0.0000
D
Non-Qualified Stock Options (Right to buy)
64.2200
2018-11-16
4
D
0
100504.0000
0.0000
D
2026-02-23
Common
100504.0000
0.0000
D
Non-Qualified Stock Options (Right to buy)
21.4100
2018-11-16
4
D
0
60000.0000
0.0000
D
2019-02-24
Common
60000.0000
0.0000
D
Non-Qualified Stock Options (Right to buy)
71.0000
2018-11-16
4
D
0
100000.0000
0.0000
D
2025-02-24
Common
100000.0000
0.0000
D
Non-Qualified Stock Options (Right to buy)
52.9000
2018-11-16
4
D
0
100000.0000
0.0000
D
2024-02-25
Common
100000.0000
0.0000
D
Non-Qualified Stock Options (Right to buy)
44.8500
2018-11-16
4
D
0
111315.0000
0.0000
D
2028-02-27
Common
111315.0000
0.0000
D
Non-Qualified Stock Options (Right to buy)
64.5000
2018-11-16
4
D
0
101559.0000
0.0000
D
2018-02-28
2027-02-28
Common
101559.0000
0.0000
D
Restricted Stock Units
0.0000
2018-11-16
4
D
0
63870.0000
D
Common
63870.0000
0.0000
D
Restricted Stock Units
0.0000
2018-11-16
4
D
0
27421.0000
D
2019-12-31
2019-12-31
Common
27421.0000
0.0000
D
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.
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.
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
2018-11-20