FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Signify Health, Inc. [ SGFY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 02/12/2021 | A | 48,378,865(1) | A | $0 | 48,378,865 | I | By New Mountain Partners V (AIV-C2), L.P.(7)(8)(11) | ||
Class A Common Stock | 02/12/2021 | A | 48,330,828(2) | A | $0 | 48,330,828 | I | By Remedy Acquisition, L.P.(7)(10)(11) | ||
Class B Common Stock | 02/12/2021 | A | 42,905,113(3) | A | $0.01 | 42,905,113 | I | By New Mountain Partners V (AIV-C), L.P.(7)(8)(11) | ||
Class A Common Stock | 02/16/2021 | A | 23,748(4)(5) | A | $0 | 23,748 | I | By New Mountain Directors(9)(11) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
LLC Units in Cure TopCo, LLC | (6) | 02/12/2021 | A | 42,905,113(3) | (6) | (6) | Class A Common Stock | 42,905,113 | $0 | 42,905,113 | I | By New Mountain Partners V (AIV-C), L.P.(7)(8)(11) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These securities are directly held by New Mountain Partners V (AIV-C2), L.P. ("AIV-C2") and were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by AIV-C2 in Cure TopCo, LLC. |
2. These securities are directly held by Remedy Acquisition, L.P. ("Remedy Acquisition") and were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by Remedy Acquisition in New Remedy Corp. |
3. These securities are directly held by New Mountain Partners V (AIV-C), L.P. ("AIV-C") and were acquired through the conversion prior to the completion of the Issuer's initial public offering of historical interests held by AIV-C in Cure TopCo, LLC. |
4. Represents a grant of restricted stock units ("RSUs") relating to 7,916 shares of Class A common stock to each of Matthew S. Holt, Albert A. Notini and Kyle B. Peterson (collectively, the "New Mountain Directors"). Each of the New Mountain Directors has assigned all rights, title and interest in the RSUs reported herein to New Mountain Capital, L.L.C. ("NMC"). |
5. The RSUs are scheduled to vest on February 16, 2022. |
6. Each LLC Unit may be redeemed, together with the cancellation of a share of Class B common stock, at any time following the Issuer's initial public offering for one share of Class A common stock or a cash payment equal to the volume weighted average market price of one share of Class A common stock for each LLC Unit redeemed. The LLC Units do not expire. |
7. New Mountain Capital, L.L.C. may be deemed to have beneficial ownership of (i) the shares of Class A common stock directly held by each of AIV-C2 and Remedy Acquisition and (ii) the shares of Class B common stock and the LLC Units directly held by AIV-C. |
8. The general partner of both AIV-C and AIV-C2 is New Mountain Investments V, L.L.C. ("NM V") and the manager of both such entities is NMC. Steven B. Klinsky is the managing member of NM V, which has decision-making power over the disposition and voting of shares of portfolio investments of AIV-C and AIV-C2. NMC also has voting power over the shares of portfolio investments of AIV-C and AIV-C2. Mr. Klinsky, as the managing member of NM V, has voting and investment power over the shares it holds. The managing member of NMC is New Mountain Capital Group, L.P., whose general partner is NM Holdings GP, L.L.C (whose managing member is Mr. Klinsky). Since (a) NM V has decision-making power over AIV-C and AIV-C2 and (b) NMC has voting power over the shares of portfolio investments of AIV-C and AIV-C2, Mr. Klinsky may be deemed to beneficially own the shares that AIV-C and AIV-C2 hold of record or may be deemed to beneficially own. |
9. Each of the New Mountain Directors is a member of the Issuer's Board of Directors and a member of NM V. |
10. The general partner of Remedy Acquisition is Remedy Investment GP, LLC, a wholly owned subsidiary of New Mountain Partners V, L.P. |
11. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
/s/ New Mountain Capital, L.L.C.; By its Managing Member New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C.; By its Authorized Person Adam B. Weinstein | 02/17/2021 | |
/s/ New Mountain Partners V, L.P.; By its General Partner New Mountain Investments V, L.L.C.; By its Authorized Person Adam B. Weinstein | 02/17/2021 | |
/s/ New Mountain Partners V (AIV-C), L.P.; By its General Partner New Mountain Investments V, L.L.C.; by its Authorized Person Adam B. Weinstein | 02/17/2021 | |
/s/ New Mountain Partners V (AIV-C2), L.P.; by its General Partner New Mountain Investments V, L.L.C.; By its Authorized Person Adam B. Weinstein | 02/17/2021 | |
/s/ New Mountain Investments V, L.L.C.; by its Authorized Person Adam B. Weinstein | 02/17/2021 | |
/s/ Remedy Investment GP, LLC; By its Vice President and Secretary Kyle Peterson | 02/17/2021 | |
/s/ Remedy Acquisition L.P.; By its General Partner Remedy Investment GP, LLC; By its Vice President and Secretary Kyle Peterson | 02/17/2021 | |
/s/ Steven B. Klinsky | 02/17/2021 | |
/s/ New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C.; By its Authorized Person Adam B. Weinstein | 02/17/2021 | |
/s/ New Mountain Holdings GP, L.L.C.; by its Authorized Person Adam B. Weinstein | 02/17/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |