0000899243-19-007316.txt : 20190312 0000899243-19-007316.hdr.sgml : 20190312 20190312175328 ACCESSION NUMBER: 0000899243-19-007316 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190308 FILED AS OF DATE: 20190312 DATE AS OF CHANGE: 20190312 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOLLER DENIS M. CENTRAL INDEX KEY: 0001618089 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36623 FILM NUMBER: 19676248 MAIL ADDRESS: STREET 1: C/O CIVITAS SOLUTIONS, INC. STREET 2: 313 CONGRESS STREET, 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Civitas Solutions, Inc. CENTRAL INDEX KEY: 0001608638 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 651309110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 313 CONGRESS STREET STREET 2: 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-790-4800 MAIL ADDRESS: STREET 1: 313 CONGRESS STREET STREET 2: 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: CIVITAS SOLUTIONS, INC. DATE OF NAME CHANGE: 20140523 FORMER COMPANY: FORMER CONFORMED NAME: NMH HOLDINGS, INC. DATE OF NAME CHANGE: 20140520 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-08 1 0001608638 Civitas Solutions, Inc. CIVI 0001618089 HOLLER DENIS M. C/O CIVITAS SOLUTIONS, INC. 313 CONGRESS STREET BOSTON MA 02210 0 1 0 0 Chief Financial Officer Common Stock 2019-03-08 4 D 0 284486 D 0 D Stock Option 17.00 2019-03-08 4 D 0 27512 D 2024-09-16 Common Stock 27512 0 D Stock Option 25.10 2019-03-08 4 D 0 7634 D 2026-01-14 Common Stock 7634 0 D Stock Option 17.05 2019-03-08 4 D 0 10735 D 2026-12-10 Common Stock 10735 0 D Stock Option 19.00 2019-03-08 4 D 0 10146 D 2027-12-09 Common Stock 10146 0 D Stock Option 13.65 2019-03-08 4 D 0 12949 D 2028-12-08 Common Stock 12949 0 D Performance-Based Restricted Stock Unit 2019-03-08 4 A 0 12553 A Common Stock 12553 12553 D Performance-Based Restricted Stock Unit 2019-03-08 4 D 0 12553 D Common Stock 12553 0 D Disposed of pursuant to the merger contemplated by the Agreement and Plan of Merger, dated as of December 18, 2018 (the "Merger Agreement"), by and among Civitas Solutions, Inc. (the "Company"), Celtic Tier II Corp. and Celtic Intermediate Corp. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company (the "Common Stock") held by the Company's stockholders, including the reporting person, was converted into the right to receive $17.75 in cash (other than 20,000 shares of Common Stock that were cancelled and converted into limited partnership interests in Celtic Holdings CB, L.P.). Includes 2,750 restricted stock units ("RSU") that were scheduled to vest on December 6, 2019, 3,542 RSUs that were scheduled to vest on March 3, 2020, 4,934 RSUs that were scheduled to vest in two equal increments on December 8, 2019 and December 8, 2020 and 10,302 RSUs that were scheduled to vest in three equal increments on December 7, 2019, 2020 and 2021. At the Effective Time, each RSU, whether vested or unvested, was converted into the right to receive an amount in cash equal to (i) $17.75 multiplied by (ii) the total number of shares of Common Stock subject to such RSU. (continued from footnote (2)) For each RSU (other than 10,302 RSUs granted in December 2018), 50% of the consideration was paid on the closing date and 50% will be paid subject to continued service in accordance with the original vesting schedule of the RSUs, or, if earlier, in two equal installments on the first and second anniversaries of the closing. The consideration for 10,302 RSUs granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedule, or, if earlier, in two equal installments on the first and second anniversaries of the closing. At the Effective Time, each option to purchase shares of Common Stock (an "Option"), whether vested or unvested, was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $17.75 over the exercise price per share of such Option and (ii) the total number of shares of Common Stock subject to such Option. Any Option that had an exercise price per share that was equal to or greater than $17.75 was cancelled for no consideration. The consideration for Options (other than 12,949 Options granted in December 2018) was paid on the closing date. The consideration for 12,949 Options granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedules of the Options. At the Effective Time, each performance-based restricted stock unit ("PRSU"), whether vested or unvested, was converted into the right to receive an amount in cash equal to the product of (i) $17.75 multiplied by (ii) the total number of shares of Common Stock subject to such PRSU, with performance-based vesting conditions deemed achieved based on actual performance through the closing date (in the case of PRSUs other than 5,151 PRSUs granted in December 2018), and, in the case of 5,151 PRSUs granted in December 2018, with performance-based vesting conditions deemed achieved at target. (continued from footnote (5)) For each PRSU (other than 5,151 PRSUs granted in December 2018), 50% of the consideration was paid on the closing date and 50% will be paid subject to continued service in accordance with the original vesting schedule of the PRSUs, or, if earlier, in two equal installments on the first and second anniversaries of the closing. The consideration for 5,151 PRSUs granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedule, or, if earlier, in two equal installments on the first and second anniversaries of the closing. /s/ Gina L. Martin, by power of attorney 2019-03-12