Statement of Changes in Beneficial Ownership (4)
26 Enero 2021 - 4:30PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Williamson Don E |
2. Issuer Name and Ticker or Trading Symbol
American Renal Associates Holdings, Inc.
[
ARA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chief Operating Officer |
(Last)
(First)
(Middle)
C/O ARAH, INC., 500 CUMMINGS CENTER, SUITE 6550 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/25/2021 |
(Street)
BEVERLY, MA 01915
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/25/2021 | | D | | 307282 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Stock Option (Right to Buy) | $1.28 | 1/25/2021 | | D | | | 11970 | (2) | 5/10/2021 | Common Stock | 11970 | (2) | 0 | D | |
Stock Option (Right to Buy) | $6.47 | 1/25/2021 | | D | | | 5725 | (2) | 3/22/2023 | Common Stock | 5725 | (2) | 0 | D | |
Explanation of Responses: |
(1) | On January 25, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of October 1, 2020 (the "Merger Agreement"), by and among the Issuer, IRC Superman Midco, LLC ("IRC") and Superman Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of IRC (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each share of common stock of the Issuer was cancelled and converted into the right to receive $11.50 per share in cash (the "Per Share Merger Consideration"). In addition, each unvested share of restricted stock, including performance-based restricted stock, automatically vested and was converted in the right to receive the Per Share Merger Consideration. |
(2) | Pursuant to the procedures set forth in the Merger Agreement, immediately prior to the Effective Time, each option vested in full and was cancelled in exchange for the right to receive an amount in cash equal to the product of (x) the total number of shares subject to the option multiplied by (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share under such option, less applicable withholding taxes. If the amount that could have been obtained upon the exercise of the option pursuant to the foregoing is equal to or less than zero, then the option was terminated without payment. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Williamson Don E C/O ARAH, INC. 500 CUMMINGS CENTER, SUITE 6550 BEVERLY, MA 01915 |
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| EVP, Chief Operating Officer |
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Signatures
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/s/ Victoria A. Labriola, attorney-in-fact | | 1/26/2021 |
**Signature of Reporting Person | Date |
American Renal Associates (NYSE:ARA)
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American Renal Associates (NYSE:ARA)
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