0001415889-24-012402.txt : 20240507 0001415889-24-012402.hdr.sgml : 20240507 20240507102620 ACCESSION NUMBER: 0001415889-24-012402 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240507 FILED AS OF DATE: 20240507 DATE AS OF CHANGE: 20240507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Neumann Lee M CENTRAL INDEX KEY: 0001756217 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40361 FILM NUMBER: 24920192 MAIL ADDRESS: STREET 1: C/O UNIVERSAL HOSPITAL SERVICES, INC STREET 2: 6625 WEST 78TH ST, SUITE 300 CITY: MINNEAPOLIS STATE: MN ZIP: 55439 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AGILITI, INC. \DE CENTRAL INDEX KEY: 0001749704 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11095 VIKING DRIVE, SUITE 300 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 952-893-3200 MAIL ADDRESS: STREET 1: 11095 VIKING DRIVE, SUITE 300 CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 4 1 form4-05072024_020515.xml X0508 4 2024-05-07 1 0001749704 AGILITI, INC. \DE AGTI 0001756217 Neumann Lee M C/O AGILITI, INC. 11095 VIKING DRIVE, SUITE 300 EDEN PRAIRIE MN 55344 false true false false EVP & GC 0 Common Stock, $0.0001 par value 2024-05-07 4 D 0 13484 10 D 0 D Options (Right to Buy) 14 2024-05-07 4 D 0 22857 D 2031-04-22 Common Stock, $0.0001 par value 22857 0 D Options (Right to Buy) 18.45 2024-05-07 4 D 0 19079 D 2032-03-03 Common Stock, $0.0001 par value 19079 0 D Options (Right to Buy) 14.83 2024-05-07 4 D 0 38436 D 2033-03-10 Common Stock, $0.0001 par value 38436 0 D Performance Restricted Stock Units 2024-05-07 4 D 0 19172 D Common Stock, $0.0001 par value 19172 0 D Restricted Stock Units 2024-05-07 4 D 0 16445 D Common Stock, $0.0001 par value 16455 0 D On May 7, 2024 (the "Closing Date"), Agiliti, Inc. (the "Company"), completed its merger (the "Merger") with Apex Intermediate Holdco, Inc., ("Parent"), and Apex Merger Sub, Inc., and a wholly-owned subsidiary of Parent ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement and Plan of Merger, dated as of February 26, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement") at the Effective Time (as defined in the Merger Agreement), each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $10.00 per share in cash, without interest. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding and unexercised options to purchase shares of Common Stock (an "Option"), whether vested or unvested, were terminated and cancelled with no payment to the reporting person because each Option had an exercise price equal to or greater than $10.00. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on April 22, 2021. These options vested ratably on an annual basis over a three-year period. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 3, 2022. These options vest ratably on an annual basis over a three-year period. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 10, 2023. These options vest ratably on an annual basis over a three-year period. The performance restricted stock units ("PRSUs") were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan to the reporting person on March 3, 2022 and June 6, 2023. The PRSUs cliff vest three years following the date of grant and settle in shares of common stock based upon the Company's financial performance results and contingent upon the reporting person's continued employment with the Company through the vesting period. Pursuant to the terms and conditions of the Merger Agreement, the PRSUs held by the reporting person will remain generally subject to the same terms and conditions (including with respect to time and performance based vesting conditions and settlement terms) as those that applied immediately prior to the Effective Time and will be settled in shares of Common Stock or other equity interests in the Company or one of its affiliates. The restricted stock units ("RSUs") were granted under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on March 15, 2024 (the "2024 RSUs"), March 10, 2023, (the "2023 RSUs"), and March 3, 2022. (the "2022 RSUs"). The 2024 RSUs cliff vest six months following the grant date, contingent upon the reporting person remaining in continuous employment with the Company on the vesting date. The 2023 RSUs and 2022 RSUs vest ratably on annual basis over a three year period contingent upon the reporting person remaining in continuous employment with the Company on each vesting date. Pursuant to the terms and conditions of the Merger Agreement, the RSUs held by the reporting person will remain generally subject to the same terms and conditions (including with respect to time based vesting conditions and settlement terms) as those that applied immediately prior to the Effective Time and will be settled in shares of Common Stock or other equity interests in the Company or one of its affiliates. /s/ Lee M. Neumann 2024-05-07