0000899243-19-007338.txt : 20190312
0000899243-19-007338.hdr.sgml : 20190312
20190312180423
ACCESSION NUMBER: 0000899243-19-007338
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: MARTIN GINA L.
CENTRAL INDEX KEY: 0001727765
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36623
FILM NUMBER: 19676314
MAIL ADDRESS:
STREET 1: 313 CONGRESS STREET
STREET 2: 5TH 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
0001727765
MARTIN GINA L.
C/O CIVITAS SOLUTIONS, INC.
313 CONGRESS STREET
BOSTON
MA
02210
0
1
0
0
See Remarks
Common Stock
2019-03-08
4
D
0
23642
D
0
D
Stock Option
19.00
2019-03-08
4
D
0
7711
D
2027-12-09
Common Stock
7711
0
D
Stock Option
13.65
2019-03-08
4
D
0
9841
D
2028-12-08
Common Stock
9841
0
D
Performance-Based Restricted Stock Unit
2019-03-08
4
A
0
9541
A
Common Stock
9541
9541
D
Performance-Based Restricted Stock Unit
2019-03-08
4
D
0
9541
D
Common Stock
9541
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 6,166 shares of Common Stock that were cancelled and converted into limited partnership interests in Celtic Holdings CB, L.P.).
Includes 896 restricted stock units ("RSU") that were scheduled to vest on December 6, 2019, 5,000 RSUs that were scheduled to vest in two equal increments on July 3, 2019 and July 3, 2020, 3,750 RSUs that were scheduled to vest in two equal increments on December 8, 2019 and December 8, 2020 and 7,830 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 7,830 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 7,830 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 9,841 Options granted in December 2018) was paid on the closing date. The consideration for 9,841 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 3,915 PRSUs granted in December 2018), and, in the case of 3,915 PRSUs granted in December 2018, with performance-based vesting conditions deemed achieved at target.
(continued from footnote (5)) For each PRSU (other than 3,915 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 3,915 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.
Chief Legal Officer, General Counsel and Secretary
/s/ Gina L. Martin
2019-03-12