Statement of Changes in Beneficial Ownership (4)
October 15 2018 - 12:01PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Wilson Craig A.
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2. Issuer Name
and
Ticker or Trading Symbol
Envision Healthcare Corp
[
EVHC
]
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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)
General Counsel & Secretary
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(Last)
(First)
(Middle)
1A BURTON HILLS BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2018
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(Street)
NASHVILLE, TN 37215
(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
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10/11/2018
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D
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24441
(1)
(2)
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D
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$46
(1)
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0
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
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$115.57
(3)
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10/11/2018
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D
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524
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(3)
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3/20/2025
(3)
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Common Stock
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524.0
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(3)
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0
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D
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Stock Options
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$68.86
(3)
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10/11/2018
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D
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2179
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(3)
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8/13/2023
(3)
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Common Stock
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2179.0
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(3)
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0
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D
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Stock Options
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$11.05
(3)
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10/11/2018
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D
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16294
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(3)
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5/22/2021
(3)
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Common Stock
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16294.0
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(3)
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0
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D
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Stock Options
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$65.84
(3)
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10/11/2018
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D
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9925
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(3)
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2/24/2026
(3)
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Common Stock
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9925.0
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(3)
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0
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D
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Performance Share Units
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(4)
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10/11/2018
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A
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18015
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(4)
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(4)
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Common Stock
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18015.0
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(4)
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18015
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D
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Performance Share Units
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(4)
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10/11/2018
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D
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18015
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(4)
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(4)
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Common Stock
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18015.0
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(4)
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0
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D
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Explanation of Responses:
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(1)
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At the Effective Time, each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") that was outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) was cancelled and converted into the right to receive $46.00 in cash, (the "Merger Consideration") without interest and subject to applicable withholding taxes.
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(2)
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Includes 18,666 restricted stock unit awards ("Company RSUs"). At the Effective Time, each Company RSU that was outstanding as of immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to the sum of (i) the product of (A) the total number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (B) the Merger Consideration and (ii) any accrued but unpaid dividend equivalents with respect to such Company RSU.
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(3)
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At the Effective Time, each option to purchase shares of Company Common Stock ("Company Option") that was outstanding as of immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option and (ii) the total number of shares of Company Common Stock subject to such Company Option. Any Company Option that had an exercise price per share that was equal to or greater than the Merger Consideration was cancelled for no consideration.
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(4)
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At the Effective Time, each performance share unit award in respect of Company Common Stock ("Company PSUs") that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash (the "Company PSU Consideration") equal to the product of (i) the total number of shares of Company Common Stock subject to such Company PSU assuming target performance and (ii) the Merger Consideration. The Company PSU Consideration will generally be payable to the holder of the corresponding Company PSU in a single lump sum on the date on which the applicable Company PSU would have otherwise vested, generally subject to such holder's continued service through the applicable vesting date.
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Remarks:
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 10, 2018, by and among Envision Healthcare Corporation (the "Company"), Enterprise Parent Holdings Inc. ("Parent"), and Enterprise Merger Sub Inc. ("Merger Sub"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on June 13, 2018, pursuant to which the Company became a wholly owned subsidiary of Parent (the "Merger") on October 11, 2018 (the "Effective Time").
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Wilson Craig A.
1A BURTON HILLS BLVD
NASHVILLE, TN 37215
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General Counsel & Secretary
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Signatures
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/s/ Kevin D. Eastridge. Attorney-in-Fact for Craig A. Wilson
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10/15/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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