0000899243-22-012666.txt : 20220329 0000899243-22-012666.hdr.sgml : 20220329 20220329163112 ACCESSION NUMBER: 0000899243-22-012666 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220329 FILED AS OF DATE: 20220329 DATE AS OF CHANGE: 20220329 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scally Celina M. CENTRAL INDEX KEY: 0001844385 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40053 FILM NUMBER: 22781315 MAIL ADDRESS: STREET 1: C/O APRIA, INC. STREET 2: 7353 COMPANY DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46237 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apria, Inc. CENTRAL INDEX KEY: 0001735803 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 824937641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7353 COMPANY DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46237 BUSINESS PHONE: 800-990-9799 MAIL ADDRESS: STREET 1: 7353 COMPANY DRIVE CITY: INDIANAPOLIS STATE: IN ZIP: 46237 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-03-29 1 0001735803 Apria, Inc. APR 0001844385 Scally Celina M. C/O APRIA INC. 7353 COMPANY DRIVE INDIANAPOLIS IN 46237 0 1 0 0 SVP, CHRO Common Stock 2022-03-29 4 D 0 4438 37.50 D 0 D Stock Appreciation Rights 2.07 2022-03-29 4 D 0 9373 35.43 D 2027-03-09 Common Stock 9373 0 D Stock Appreciation Rights 4.67 2022-03-29 4 D 0 163 32.83 D 2027-03-09 Common Stock 163 0 D Stock Appreciation Rights 5.33 2022-03-29 4 D 0 17249 32.17 D 2029-10-08 Common Stock 17249 0 D Stock Appreciation Rights 5.33 2022-03-29 4 D 0 22999 32.17 D 2030-05-12 Common Stock 22999 0 D Stock Appreciation Rights 8.28 2022-03-29 4 D 0 17714 29.22 D 2025-02-20 Common Stock 17714 0 D Stock Appreciation Rights 8.28 2022-03-29 4 D 0 28968 29.22 D 2025-06-05 Common Stock 28968 0 D Stock Appreciation Rights 8.28 2022-03-29 4 D 0 16889 29.22 D 2027-03-09 Common Stock 16889 0 D Stock Appreciation Rights 8.28 2022-03-29 4 D 0 5750 29.22 D 2029-10-08 Common Stock 5750 0 D Restricted Stock Units 2022-03-29 4 D 0 3541 37.50 D Common Stock 3541 0 D LTIP Units 2022-03-29 4 A 0 6784 0.00 A Common Stock 6784 6784 D LTIP Units 2022-03-29 4 D 0 6784 37.50 D Common Stock 6784 0 D Performance-based Restricted Stock Units 2022-03-29 4 A 0 7082 0.00 A Common Stock 7082 7082 D Performance-based Restricted Stock Units 2022-03-29 4 D 0 7082 37.50 D Common Stock 7082 0 D On March 29, 2022, Owens & Minor, Inc. ("Owens & Minor") acquired the Issuer pursuant to a certain Agreement and Plan of Merger, dated as of January 7, 2022 (the "Merger Agreement"), by and among the Issuer, Owens & Minor and StoneOak Merger Sub Inc., an indirect, wholly owned subsidiary of Owens & Minor ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Owens & Minor. At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $37.50 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding tax. Pursuant to the Merger Agreement, these fully vested stock appreciation rights were canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger. Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting in equal quarterly installments until August 15, 2024, became fully vested and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger. Pursuant to the Merger Agreement, these stock appreciation rights which originally provided for vesting as follows: (a) 20% vest on May 12, 2021, and (b) the remaining to vest in equal quarterly installments ending on May 12, 2025, became fully vested and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the conversion price of the stock appreciation right and the Merger Consideration multiplied by the number of shares of Common Stock subject to such stock appreciation right, immediately prior to the effective time of the Merger. Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee. Pursuant to the Merger Agreement, each restricted stock unit ("RSU") became fully vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such RSU, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. Represents RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on June 10, 2022. In connection with the Merger, certain performance-based Restricted Stock Units ("PSUs") and long-term incentive plan units ("LTIP") were vested and cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such PSU or LTIP, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. Represents LTIP awards granted in 2020 which were originally scheduled to vest in equal quarterly installments beginning on March 31, 2020, subject to the satisfaction of certain performance criteria as determined at the end of the three year performance period. Represents PSUs granted in 2021 pursuant to the Issuer's 2021 omnibus incentive plan, which were originally scheduled to vest based on the achievement of certain performance criteria. /s/ Debra L. Morris, as Attorney-in-Fact 2022-03-29