0001619954-21-000148.txt : 20211129
0001619954-21-000148.hdr.sgml : 20211129
20211129205441
ACCESSION NUMBER: 0001619954-21-000148
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211124
FILED AS OF DATE: 20211129
DATE AS OF CHANGE: 20211129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kelly Eron
CENTRAL INDEX KEY: 0001870918
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36841
FILM NUMBER: 211458076
MAIL ADDRESS:
STREET 1: 4321 COLLINGTON ROAD
CITY: BOWIE
STATE: MD
ZIP: 20716
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Inovalon Holdings, Inc.
CENTRAL INDEX KEY: 0001619954
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 471830316
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4321 COLLINGTON ROAD
CITY: BOWIE
STATE: MD
ZIP: 20716
BUSINESS PHONE: 301-809-4000
MAIL ADDRESS:
STREET 1: 4321 COLLINGTON ROAD
CITY: BOWIE
STATE: MD
ZIP: 20716
4
1
wf-form4_163823726267017.xml
FORM 4
X0306
4
2021-11-24
1
0001619954
Inovalon Holdings, Inc.
INOV
0001870918
Kelly Eron
4321 COLLINGTON ROAD
BOWIE
MD
20716
0
1
0
0
President
Class A Common Stock
2021-11-24
4
D
0
118907
41
D
0
D
Disposition pursuant to Agreement and Plan of Merger, dated as of August 19, 2021 (the "Merger Agreement") by and among Issuer, Ocala Bidco, Inc., a Delaware corporation (Parent), and Ocala Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will merge with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, immediately prior to the Merger effective time, (a) 30% of each award of unvested restricted shares of Common Stock (each ("Unvested Share") was cancelled, terminated, and converted into the right to receive an amount in cash, without interest equal to (i) the equivalent number of shares of Company Common Stock underlying those Unvested Shares (ii) multiplied by the merger consideration in footnote 3, less any applicable withholding Taxes; and (b) 70% of each remaining award of Unvested Shares was converted into a cash-based retention award, in an amount equal to (i) the equivalent to number of shares of Company Common Stock underlying those Unvested Shares (ii) multiplied by the merger consideration in footnote 3, which cash-based retention award remains subject to the same vesting schedule that applied immediately prior to the Merger effective time, including any performance-based vesting criteria and other vesting requirements.
In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Common Stock") issued and outstanding immediately prior to the Merger effective time (but excluding any Rollover Shares (as defined in Issuer's proxy statement), cancelled shares and any dissenting shares) was cancelled and extinguished and automatically converted into and thereafter solely represented the right to receive the merger consideration of $41 per share in cash (the "Merger Consideration") without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.
Kamyar Daneshvar, Attorney-in-Fact for Eron Kelly
2021-11-29