0001140361-21-002172.txt : 20210126 0001140361-21-002172.hdr.sgml : 20210126 20210126173552 ACCESSION NUMBER: 0001140361-21-002172 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210125 FILED AS OF DATE: 20210126 DATE AS OF CHANGE: 20210126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kamal Syed T CENTRAL INDEX KEY: 0001655559 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37751 FILM NUMBER: 21555551 MAIL ADDRESS: STREET 1: C/O AMERICAN RENAL ASSOCIATES HOLDINGS STREET 2: 500 CUMMINGS CENTER CITY: BEVERLY STATE: MA ZIP: 01915 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 4 1 form4.xml FORM 4 X0306 4 2021-01-25 true 0001498068 American Renal Associates Holdings, Inc. ARA 0001655559 Kamal Syed T C/O ARAH, INC. 500 CUMMINGS CENTER, SUITE 6550 BEVERLY MA 01915 true true President Common Stock 2021-01-25 4 D 0 1291236 D 0 D Stock Option (Right to Buy) 6.47 2021-01-25 4 D 0 199307 D 2023-03-22 Common Stock 199307 0 D On January 25, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of October 1, 2020 (the "Merger Agreement"), by and among the Issuer, IRC Superman Midco, LLC ("IRC") and Superman Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of IRC (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each share of common stock of the Issuer was cancelled and converted into the right to receive $11.50 per share in cash (the "Per Share Merger Consideration"). In addition, each unvested share of restricted stock, including performance-based restricted stock, automatically vested and was converted in the right to receive the Per Share Merger Consideration. Pursuant to the procedures set forth in the Merger Agreement, immediately prior to the Effective Time, each option vested in full and was cancelled in exchange for the right to receive an amount in cash equal to the product of (x) the total number of shares subject to the option multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share under such option, less applicable withholding taxes. If the amount that could have been obtained upon the exercise of the option pursuant to the foregoing is equal to or less than zero, then the option was terminated without payment. Exhibit 24 - Power of Attorney /s/ Victoria A. Labriola, attorney-in-fact 2021-01-26 EX-24 2 brhc10019298_ex24.htm EXHIBIT 24
Exhibit 24

POWER OF ATTORNEY
 
Know all these presents that the undersigned, does hereby make, constitute and appoint each of Jillian Bernard, Victoria Labriola and Erica Shevlin 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 or transaction 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, or any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission, including without limitation, the Form ID. This 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 Jillian Bernard, Victoria Labriola and Erica Shevlin are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
 
By:
/s/ Syed Kamal

Name:
Syed Kamal
  

Date:
12-12-19