0001104659-16-113305.txt : 20160421 0001104659-16-113305.hdr.sgml : 20160421 20160421205145 ACCESSION NUMBER: 0001104659-16-113305 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160421 FILED AS OF DATE: 20160421 DATE AS OF CHANGE: 20160421 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: American Renal Associates Holdings, Inc. CENTRAL INDEX KEY: 0001498068 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 272170749 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: AMERICAN RENAL HOLDINGS, INC. STREET 2: 500 CUMMINGS CENTER, SUITE 6550 CITY: BEVERLY STATE: MA ZIP: 01915 BUSINESS PHONE: 978-922-3080 MAIL ADDRESS: STREET 1: AMERICAN RENAL HOLDINGS, INC. STREET 2: 500 CUMMINGS CENTER, SUITE 6550 CITY: BEVERLY STATE: MA ZIP: 01915 FORMER COMPANY: FORMER CONFORMED NAME: C.P. Atlas Holdings, Inc. DATE OF NAME CHANGE: 20100802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilcox Jonathan L CENTRAL INDEX KEY: 0001655266 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37751 FILM NUMBER: 161585120 MAIL ADDRESS: STREET 1: C/O AMERICAN RENAL ASSOCIATES HOLDINGS STREET 2: 500 CUMMINGS CENTER CITY: BEVERLY STATE: MA ZIP: 01915 3 1 a3.xml 3 X0206 3 2016-04-21 0 0001498068 American Renal Associates Holdings, Inc. ARA 0001655266 Wilcox Jonathan L C/O ARAH, INC. 500 CUMMINGS CENTER BEVERLY MA 01915 0 1 0 0 VP and CFO Common Stock 3271 D Stock Option (Right to Buy) 6.47 2023-03-22 Common Stock 31527 D Stock Option (Right to Buy) 1.28 2020-07-09 Common Stock 24976 D Stock Option (Right to Buy) 9.15 2022-08-07 Common Stock 7632 D Stock Option (Right to Buy) 1.28 2020-07-09 Common Stock 24976 D Stock Option (Right to Buy) 9.15 2022-08-07 Common Stock 7632 D Stock Option (Right to Buy) 20.45 2024-05-07 Common Stock 22893 D Stock Option (Right to Buy) 20.45 2024-05-07 Common Stock 22893 D An option that vests in five equal annual installments beginning on March 22, 2014. An option that vests upon the attainment by Centerbridge Capital Partners, L.P. and certain of its affiliates (together, "Centerbridge") of both a 2.5 times return on investment ("MOIC") and a 20% internal rate of return ("IRR"). An option that vests upon the attainment by Centerbridge of both a 3.0 times MOIC and a 25% IRR. An option that vests on the date after a qualified public offering on which the average closing price of the common stock of the Issuer ("Common Stock") for a 60 consecutive trading day period (together with the amount of any dividends paid per share of the Common Stock since the date of grant) is equal to or greater than $36.69. Alternatively, after Centerbridge ceases to own a majority of the outstanding shares of the Common Stock, these options would vest on the date Centerbridge has received, in respect of shares transferred or sold by Centerbridge, cash (including through sale proceeds and dividends received in respect of such shares since the date of grant) in an amount equal to or exceeding the product of the number of shares transferred or sold by Centerbridge multiplied by $36.69. An option that vests on the date after a qualified public offering on which the average closing price of the Common Stock for a 60 consecutive trading day period (together with the amount of any dividends paid per share of the Common Stock since the date of grant) is equal to or greater than $51.04. Alternatively, after Centerbridge ceases to own a majority of the outstanding shares of the Common Stock, these options would vest on the date Centerbridge has received, in respect of shares transferred or sold by Centerbridge, cash (including through sale proceeds and dividends received in respect of such shares since the date of grant) in an amount equal to or exceeding the product of the number of shares transferred or sold by Centerbridge multiplied by $51.04. The number of shares subject to outstanding options and the exercise prices thereof reflect the applicable anti-dilution adjustments to be effected upon the completion of the initial public offering by American Renal Associates Holdings, Inc. Exhibit 24 - Power of Attorney /s/ Michael R. Costa, by power of attorney 2016-04-21 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents that Jonathan L. Wilcox, does hereby make, constitute and appoint each of Michael R. Costa and Jonathan L. Wilcox or any one of them, as a true and lawful attorney-in-fact and agent of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such forms that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of American Renal Associates Holdings, Inc. (i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, statements on Form 3, Form 4 and Form 5 (including any amendments thereto) and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to the undersigned’s ownership of or transactions in securities of American Renal Associates Holdings, Inc., unless earlier revoked in writing. The undersigned acknowledges that Michael R. Costa and Jonathan L. Wilcox are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

 

By:

/s/ Jonathan L. Wilcox

 

 

Jonathan L. Wilcox

 

 

 

Date:

10/1/2015