0000899243-23-009934.txt : 20230329
0000899243-23-009934.hdr.sgml : 20230329
20230329085448
ACCESSION NUMBER: 0000899243-23-009934
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230329
FILED AS OF DATE: 20230329
DATE AS OF CHANGE: 20230329
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riefberg Vivian E.
CENTRAL INDEX KEY: 0001843139
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40028
FILM NUMBER: 23771915
MAIL ADDRESS:
STREET 1: 800 CONNECTICUT AVENUE
CITY: NORWALK
STATE: CT
ZIP: 06854
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Signify Health, Inc.
CENTRAL INDEX KEY: 0001828182
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 800 CONNECTICUT AVENUE
CITY: NORWALK
STATE: CT
ZIP: 06854
BUSINESS PHONE: (203) 541-4600
MAIL ADDRESS:
STREET 1: 800 CONNECTICUT AVENUE
CITY: NORWALK
STATE: CT
ZIP: 06854
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-03-29
1
0001828182
Signify Health, Inc.
SGFY
0001843139
Riefberg Vivian E.
C/O SIGNIFY HEALTH, INC.
4055 VALLEY VIEW LN, SUITE 700
DALLAS
TX
75244
1
0
0
0
0
Class A Common Stock
2023-03-29
4
C
0
24173
A
60661
D
Class A Common Stock
2023-03-29
4
D
0
14672
D
45989
D
Class B Common Stock
2023-03-29
4
D
0
24173
D
0
D
Class A Common Stock
2023-03-29
4
D
0
45989
D
0
D
LLC Units in Cure Aggregator, LLC
2023-03-29
4
C
0
24173
D
Class A Common Stock
24173
0
D
On March 29, 2023, pursuant to that certain Agreement and Plan of Merger, dated September 2, 2022, between the Issuer, CVS Pharmacy, Inc. ("Parent") and Noah Merger Sub, Inc. (the "Merger Agreement"), the Reporting Person received 24,173 shares of the Issuer's Class A Common Stock ("Class A Common Stock") pursuant to the exchange by Cure Aggregator, LLC of LLC Units of Cure TopCo, LLC ("LLC Units") for the Issuer's Class A Common Stock on a one-for one basis (and the corresponding cancellation of an equal number of shares of the Issuer's Class B Common Stock ("Class B Common Stock")), and the subsequent distribution by Cure Aggregator, LLC to the Reporting Person of such shares of Class A Common Stock.
Pursuant to the Merger Agreement, each restricted stock unit with respect to shares of the Issuer's Class A Common Stock (each, an "Issuer RSU"), that was (i) outstanding immediately prior to the effective time of the merger (the "Effective Time") to the extent vested and unsettled and (ii) any Issuer RSU that was outstanding immediately prior to the Effective Time and was held by any person who is a non-employee director, consultant or independent contractor engaged by the Issuer (each, a "Cash-Out RSU"), was cancelled and converted into the right to receive an amount in cash equal to (1) to $30.50 (the "Per Share Consideration") multiplied by (2) the number of shares of the Issuer's Class A Common Stock subject to such Cash-Out RSU.
Pursuant to the Merger Agreement, each share of Class B Common Stock outstanding and held by the Reporting Person immediately prior to the Effective Time, was cancelled.
Pursuant to the Merger Agreement, each share of Class A Common Stock outstanding and held by the Reporting Person immediately prior to the Effective Time, was cancelled and converted into the right to receive the Per Share Consideration.
/s/ Adam McAnaney, as attorney-in-fact for Vivian E. Riefberg
2023-03-29