Darren Friedman - May 7, 2024 Form 4 Insider Report for AGILITI, INC. \DE (AGTI)

Role: Director
Signature: /s/ Lee M. Neumann, by power of attorney
Stock symbol: AGTI
Transactions as of: May 7, 2024
Transactions value $: -$118,000
Form type: 4
Date filed: 5/7/2024, 10:36 AM
Previous filing: May 19, 2023
Next filing: Apr 25, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGTI	Common Stock, $0.0001 par value	Disposed to Issuer	-$118K	-11.8K	-100%	$10.00	0	May 7, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AGTI	Options (Right to Buy)	Disposed to Issuer		-55.7K	-100%		0	May 7, 2024	Common Stock, $0.0001 par value	55.7K	$6.27	Direct	F2
transaction	AGTI	Options (Right to Buy)	Disposed to Issuer		-50.9K	-100%		0	May 7, 2024	Common Stock, $0.0001 par value	50.9K	$8.25	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Darren Friedman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On May 7, 2024 (the "Closing Date"), Agiliti, Inc. (the "Company"), completed its merger (the "Merger") with Apex Intermediate Holdco, Inc., ("Parent"), and Apex Merger Sub, Inc., and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms and conditions of the Merger Agreement and Plan of Merger, dated as of February 26, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement") at the Effective Time (as defined in the Merger Agreement), each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $10.00 per share in cash, without interest.
F2	Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding and unexercised options to purchase shares of Common Stock (an "Option"), whether vested or unvested, were terminated and cancelled for the right to receive a lump sum cash payment, without interest thereon and subject to applicable withholding taxes, equal to (A) the number of shares of Common Stock underlying the Option immediately prior to the Effective Time, multiplied by (B) an amount equal to the amount that $10.00 exceeded the applicable exercise price of the Option.

Content

On May 7, 2024 (the "Closing Date"), Agiliti, Inc. (the "Company"), completed its merger (the "Merger") with Apex Intermediate Holdco, Inc., ("Parent"), and Apex Merger Sub, Inc., and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms and conditions of the Merger Agreement and Plan of Merger, dated as of February 26, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement") at the Effective Time (as defined in the Merger Agreement), each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $10.00 per share in cash, without interest.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding and unexercised options to purchase shares of Common Stock (an "Option"), whether vested or unvested, were terminated and cancelled for the right to receive a lump sum cash payment, without interest thereon and subject to applicable withholding taxes, equal to (A) the number of shares of Common Stock underlying the Option immediately prior to the Effective Time, multiplied by (B) an amount equal to the amount that $10.00 exceeded the applicable exercise price of the Option.