Statement of Changes in Beneficial Ownership (4)
26 Janvier 2021 - 11:35PM
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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APPROVAL
OMB Number: 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
|
|
1. Name
and Address of Reporting Person * Labriola
Victoria |
2. Issuer Name and Ticker or Trading
Symbol American Renal Associates Holdings, Inc. [ ARA
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
VP and General Counsel |
(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)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
Common Stock |
1/25/2021 |
|
D |
|
64569 |
D |
(1) |
0 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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) |
$6.27 |
1/25/2021 |
|
D |
|
|
15949 |
(2) |
8/4/2030 |
Common Stock |
15949 |
(2) |
0 |
D |
|
Stock Option (Right to Buy) |
$10.19 |
1/25/2021 |
|
D |
|
|
9139 |
(2) |
12/13/2029 |
Common Stock |
9139 |
(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
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Labriola Victoria
C/O ARAH, INC.
500 CUMMINGS CENTER, SUITE 6550
BEVERLY, MA 01915 |
|
|
VP and General Counsel |
|
Signatures
|
/s/ Victoria A. Labriola |
|
1/26/2021 |
**Signature of Reporting
Person |
Date |
American Renal Associates (NYSE:ARA)
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