0001104659-21-088376.txt : 20210701 0001104659-21-088376.hdr.sgml : 20210701 20210701182952 ACCESSION NUMBER: 0001104659-21-088376 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210701 FILED AS OF DATE: 20210701 DATE AS OF CHANGE: 20210701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gaenzle Christopher L CENTRAL INDEX KEY: 0001624044 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36732 FILM NUMBER: 211067392 MAIL ADDRESS: STREET 1: C/O INC RESEARCH HOLDINGS, INC. STREET 2: 3201 BEECHLEAF COURT, SUITE 600 CITY: RALEIGH STATE: NC ZIP: 27604 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PRA Health Sciences, Inc. CENTRAL INDEX KEY: 0001613859 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 463640387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4130 PARKLAKE AVENUE STREET 2: SUITE 400 CITY: RALEIGH STATE: NC ZIP: 27612 BUSINESS PHONE: 9197868200 MAIL ADDRESS: STREET 1: 4130 PARKLAKE AVENUE STREET 2: SUITE 400 CITY: RALEIGH STATE: NC ZIP: 27612 4 1 tm2121280-11_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-07-01 1 0001613859 PRA Health Sciences, Inc. PRAH 0001624044 Gaenzle Christopher L C/O PRA HEALTH SCIENCES, INC. 4130 PARKLAKE AVENUE, SUITE 400 RALEIGH NC 27612 0 1 0 0 EVP, CAO & General Counsel Common Stock 2021-07-01 4 D 0 34500 D 0 D Stock Option (Right to Buy) 101.42 2021-07-01 4 D 0 37500 D 2028-08-10 Common Stock 37500 0 D Stock Option (Right to Buy) 95.94 2021-07-01 4 D 0 16666 D 2029-08-13 Common Stock 16666 0 D Stock Option (Right to Buy) 103.30 2021-07-01 4 D 0 17114 D 2030-06-01 Common Stock 17114 0 D Restricted Stock Unit 2021-07-01 4 D 0 5647 D Common Stock 5647 0 D Restricted Stock Unit 2021-07-01 4 D 0 14008 D Common Stock 14008 0 D Pursuant to the Agreement and Plan of Merger (as it may be amended from time to time) (the "Merger Agreement"), dated as of February 24, 2021, by and among the Issuer, ICON plc ("ICON"), ICON US Holdings Inc. ("US HoldCo") and Indigo Merger Sub, Inc., each share of the Issuer's common stock was converted into the right to receive from ICON, 0.4125 of one ordinary share of ICON, and, from US HoldCo, $80.00 in cash, without any interest thereon (collectively, the "Merger Consideration"). Pursuant to the Merger Agreement, each award of restricted stock of the Issuer that is outstanding immediately prior to the effective time of the merger was converted into the right to receive the Merger Consideration. The option vests in four equal annual installments of 18,750 beginning on August 10, 2019. The option vests in three equal annual installments of 8,334 beginning on August 13, 2020. The option vests in three equal annual installments of 8,556 beginning on June 1, 2021. Pursuant to the Merger Agreement, each outstanding stock option of the Issuer, whether vested or unvested, as of immediately prior to the effective time of the merger was, at the effective time of the merger, converted into an option to purchase a number of ordinary shares of ICON equal to the product of (i) the number of shares of the Issuer's common stock subject to such Issuer stock option and (ii) 0.788496037 (the "Parent Equity Conversion Ratio") (rounded down to the nearest whole ordinary share of ICON), with an exercise price equal to the quotient of (x) the exercise price of such Issuer stock option and (y) the Parent Equity Conversion Ratio (rounded up to the nearest whole cent), subject to the same terms and conditions (including vesting conditions) applicable to such Issuer stock option. Pursuant to the Merger Agreement, each outstanding award of restricted stock units of the Issuer as of immediately prior to the effective time of the merger was, at the effective time of the merger, converted into a number of restricted stock units of ICON equal to the product of (i) the number of restricted stock units of the Issuer and (ii) the Parent Equity Conversion Ratio, rounded down to the nearest whole ordinary share of ICON, subject to the same terms and conditions (including vesting conditions) applicable to such Issuer restricted stock units. Restricted stock units convert into the Issuer's common stock on a one-for one basis in an amount equal to one-third of the total amount per year on each anniversary of June 1, 2020, the grant date, subject to the holder's continued service through each vesting date. Restricted stock units convert into the Issuer's common stock on a one-for-one basis in an amount equal to one-third of the total amount per year on each anniversary of June 1, 2021, the grant date, subject to the holder's continued service through each vesting date. By: /s/ Christopher L. Gaenzle 2021-07-01