0000899243-19-007321.txt : 20190312
0000899243-19-007321.hdr.sgml : 20190312
20190312175500
ACCESSION NUMBER: 0000899243-19-007321
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: COHEN BRETT I
CENTRAL INDEX KEY: 0001659723
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36623
FILM NUMBER: 19676258
MAIL ADDRESS:
STREET 1: C/O CIVITAS SOLUTIONS, INC.
STREET 2: 313 CONGRESS ST., 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
0001659723
COHEN BRETT I
C/O CIVITAS SOLUTIONS, INC.
313 CONGRESS STREET
BOSTON
MA
02210
0
1
0
0
Chief Operating Officer
Common Stock
2019-03-08
4
D
0
53998
D
0
D
Stock Option
25.10
2019-03-08
4
D
0
12385
D
2026-01-14
Common Stock
12385
0
D
Stock Option
17.05
2019-03-08
4
D
0
17414
D
2026-12-10
Common Stock
17414
0
D
Stock Option
19.00
2019-03-08
4
D
0
16459
D
2027-12-09
Common Stock
16459
0
D
Stock Option
13.65
2019-03-08
4
D
0
21006
D
2028-12-08
Common Stock
21006
0
D
Performance-Based Restricted Stock Unit
2019-03-08
4
A
0
20362
A
Common Stock
20362
20362
D
Performance-Based Restricted Stock Unit
2019-03-08
4
D
0
20362
D
Common Stock
20362
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 10,152 shares of Common Stock that were cancelled and converted into limited partnership interests in Celtic Holdings CB, L.P.).
Includes 4,460 restricted stock units ("RSU") that were scheduled to vest on December 6, 2019, 5,746 RSUs that were scheduled to vest on March 3, 2020, 8,005 RSUs that were scheduled to vest in two equal increments on December 8, 2019 and December 8, 2020 and 16,712 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 16,712 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 16,712 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 21,006 Options granted in December 2018) was paid on the closing date. The consideration for 21,006 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 8,356 PRSUs granted in December 2018), and, in the case of 8,356 PRSUs granted in December 2018, with performance-based vesting conditions deemed achieved at target.
(continued from footnote (5)) For each PRSU (other than 8,356 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 8,356 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