0001209191-23-050765.txt : 20230928 0001209191-23-050765.hdr.sgml : 20230928 20230928170209 ACCESSION NUMBER: 0001209191-23-050765 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230928 FILED AS OF DATE: 20230928 DATE AS OF CHANGE: 20230928 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brooks Michael Lee CENTRAL INDEX KEY: 0001892101 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36730 FILM NUMBER: 231290670 MAIL ADDRESS: STREET 1: C/O SYNEOS HEALTH, INC. STREET 2: 1030 SYNC STREET CITY: MORRISVILLE STATE: NC ZIP: 27560 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Syneos Health, Inc. CENTRAL INDEX KEY: 0001610950 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 273403111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1030 SYNC STREET CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-876-9300 MAIL ADDRESS: STREET 1: 1030 SYNC STREET CITY: MORRISVILLE STATE: NC ZIP: 27560 FORMER COMPANY: FORMER CONFORMED NAME: INC Research Holdings, Inc. DATE OF NAME CHANGE: 20140616 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-28 1 0001610950 Syneos Health, Inc. SYNH 0001892101 Brooks Michael Lee C/O SYNEOS HEALTH, INC. 1030 SYNC STREET MORRISVILLE NC 27560 0 1 0 0 Chief Operating Officer 0 Class A Common Stock 2023-09-28 4 D 0 14906 43.00 D 107127 D Class A Common Stock 2023-09-28 4 D 0 107127 0.00 D 0 D Class A Common Stock 2023-09-28 4 D 0 3410 43.00 D 0 I By spouse Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 10, 2023 (the "Merger Agreement"), by and among Syneos Health, Inc. (the "Issuer"), Star Parent, Inc. ("Parent") and Star Merger Sub, Inc. ("Merger Sub"). On September 28, 2023, upon the closing of the merger of Merger Sub with and into the Issuer (the "Merger") contemplated by the Merger Agreement, each outstanding share of common stock of the Issuer, par value $0.01 per share, was cancelled and automatically converted into the right to receive an amount in cash equal to $43.00 (the "Merger Consideration"), without interest, and minus any applicable withholding taxes. In accordance with the Merger Agreement, effective as of immediately prior to the effective time of the Merger (the "Effective Time") and as a result of the Merger each award of restricted stock units ("RSUs") and performance stock units ("PSUs") covering shares of common stock that is outstanding immediately prior to the Effective Time (other than certain specified RSU awards and PSU awards set forth in the disclosure schedules delivered in connection with the Merger Agreement (the "Specified Awards")) was cancelled and converted into a contingent right to receive an amount in cash (without interest) (a "Contingent Cash Award") equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of common stock subject to the award (with any performance based goals with respect to the PSU awards deemed to be achieved at the "target" level of performance or based on the actual level of achievement of performance goals, continued from previous footnote: in each case, as set forth in the applicable PSU award agreement). Each Contingent Cash Award will vest and become payable pursuant to the same time-vesting schedule applicable to the underlying RSU award or PSU award from which it was converted, as applicable (including any accelerated vesting terms and conditions), subject to the holder's continued employment with or service to Parent and its subsidiaries through the applicable vesting date; and each Specified Award that is outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive a cash payment (without interest) equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares of common stock subject to the award, subject to claw-back if the holder's employment is terminated by the Company for "cause" or by the holder without "good reason," in either case prior to the first anniversary of the Effective Time. /s/ Sara Epstein, Attorney-in-Fact 2023-09-28