| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ACCD | Common Stock | Disposed to Issuer | -$2.16M | -307K | -100% | $7.03 | 0 | Apr 8, 2025 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ACCD | Restricted Stock Units | Award | +56.5K | 56.5K | Apr 8, 2025 | Common Stock | 56.5K | Direct | F2, F3 | ||||
| transaction | ACCD | Restricted Stock Units | Award | +67.5K | 67.5K | Apr 8, 2025 | Common Stock | 67.5K | Direct | F2, F3 | ||||
| transaction | ACCD | Restricted Stock Units | Disposed to Issuer | -1.25K | -100% | 0 | Apr 8, 2025 | Common Stock | 1.25K | Direct | F2, F4, F5 | |||
| transaction | ACCD | Restricted Stock Units | Disposed to Issuer | -2.31K | -100% | 0 | Apr 8, 2025 | Common Stock | 2.31K | Direct | F2, F5, F6 | |||
| transaction | ACCD | Restricted Stock Units | Disposed to Issuer | -22K | -100% | 0 | Apr 8, 2025 | Common Stock | 22K | Direct | F2, F5, F7 | |||
| transaction | ACCD | Restricted Stock Units | Disposed to Issuer | -67.5K | -100% | 0 | Apr 8, 2025 | Common Stock | 67.5K | Direct | F2, F5, F8 | |||
| transaction | ACCD | Restricted Stock Units | Disposed to Issuer | -56.5K | -100% | 0 | Apr 8, 2025 | Common Stock | 56.5K | Direct | F2, F3, F5 | |||
| transaction | ACCD | Restricted Stock Units | Disposed to Issuer | -67.5K | -100% | 0 | Apr 8, 2025 | Common Stock | 67.5K | Direct | F2, F3, F5 | |||
| transaction | ACCD | Stock Option (Right to Buy) | Disposed to Issuer | -15K | -100% | 0 | Apr 8, 2025 | Common Stock | 15K | $4.20 | Direct | F9, F10 | ||
| transaction | ACCD | Stock Option (Right to Buy) | Disposed to Issuer | -8.5K | -100% | 0 | Apr 8, 2025 | Common Stock | 8.5K | $4.70 | Direct | F10, F11 | ||
| transaction | ACCD | Stock Option (Right to Buy) | Disposed to Issuer | -135K | -100% | 0 | Apr 8, 2025 | Common Stock | 135K | $9.60 | Direct | F12, F13 | ||
| transaction | ACCD | Stock Option (Right to Buy) | Disposed to Issuer | -100K | -100% | 0 | Apr 8, 2025 | Common Stock | 100K | $17.50 | Direct | F13, F14 | ||
| transaction | ACCD | Stock Option (Right to Buy) | Disposed to Issuer | -10.6K | -100% | 0 | Apr 8, 2025 | Common Stock | 10.6K | $17.50 | Direct | F13, F15 | ||
| transaction | ACCD | Stock Option (Right to Buy) | Disposed to Issuer | -39.8K | -100% | 0 | Apr 8, 2025 | Common Stock | 39.8K | $53.38 | Direct | F13, F16 | ||
| transaction | ACCD | Stock Option (Right to Buy) | Disposed to Issuer | -56.3K | -100% | 0 | Apr 8, 2025 | Common Stock | 56.3K | $8.03 | Direct | F13, F17 |
Stephen H. Barnes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Reflects disposition of the Issuer's equity securities upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2025, by and among Issuer, Transcarent, Inc. ("Parent") and Acorn Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on April 8, 2025. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of the Issuer's Common Stock, par value $0.0001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $7.03 in cash, without interest (the "Merger Consideration"). |
| F2 | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. RSUs convert into the Issuer's Common Stock on a one-for-one basis. |
| F3 | The shares subject to this RSU shall vest in full on the Effective Time, so long as the recipient of the RSU provides Continuous Service to the Issuer. |
| F4 | The shares subject to this RSU shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 16, 2021 (the "June 2021 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the June 2021 Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June 2021 Vesting Commencement Date. |
| F5 | Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time that is vested, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, (each, a "Vested Company RSU") and restricted stock units outstanding immediately prior to the Effective Time that vest, or become eligible to vest, based on the achievement of performance conditions and that are vested or that will become vested as of immediately prior to the Effective Time, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee (each, a "Vested Company PSU") will be cancelled and converted into the right to receive the Merger Consideration, less any applicable tax withholdings. |
| F6 | The shares subject to this RSU shall vest at a rate of one-third of the total number of shares on the one-year anniversary of June 10, 2022 (the "June 2022 RSU Vesting Commencement Date") and 1/36th of the total number of shares each monthly anniversary of the June 2022 RSU Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the three-year anniversary of the June 2022 RSU Vesting Commencement Date. |
| F7 | The Reporting Person was granted RSUs on June 27, 2023 (the "June 2023 Vesting Commencement Date"), which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest as follows: (a) one-third (1/3rd) of the RSUs will vest on the first anniversary of the June 2023 Vesting Commencement Date (or June 27, 2024), and (b) then 1/36th of the RSUs will vest on each successive month following the first anniversary of the June 2023 Vesting Commencement Date, provided that the Reporting Person remains in continuous service on each vesting date. Unless otherwise provided, on each vesting date shares of Common Stock will automatically be sold to satisfy the Reporting Person's tax withholding obligations in a non-discretionary transaction. |
| F8 | The Reporting Person was granted RSUs with a grant date of June 1, 2024 (the "June 2024 Vesting Commencement Date"), which represent a contingent right to receive one share of Common Stock for each RSU. The RSUs will vest as follows: (a) one-third (1/3rd) of the RSUs will vest on the first anniversary of the June 2024 Vesting Commencement Date (or June 1, 2025), and (b) then 1/36th of the RSUs will vest on each successive month following the first anniversary of the June 2024 Vesting Commencement Date, provided that the Reporting Person remains in continuous service on each vesting date. Unless otherwise provided, on each vesting date shares of Common Stock will automatically be sold to satisfy the Reporting Person's tax withholding obligations in a non-discretionary transaction. |
| F9 | The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of April 1, 2017 (the "April 2017 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the April 2017 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the April 2017 Vesting Commencement Date. |
| F10 | Pursuant to the Merger Agreement, at the Effective Time, each outstanding option ("Option") to purchase Shares granted under any of the Issuer's Amended and Restated 2007 Stock Option Plan, as amended, and the 2020 Equity Incentive Plan, as amended, or portion thereof that was vested or became vested as of immediately prior to the Effective Time, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, and had an exercise price per Share that is less than the Merger Consideration, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such Option and (ii) the aggregate number of Shares issuable upon exercise of such Option or portion thereof, subject to any required withholding of taxes. |
| F11 | The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of April 1, 2018 (the "April 2018 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the April 2018 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the April 2018 Vesting Commencement Date. |
| F12 | The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 25, 2019 (the "June 2019 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the June 2019 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June 2019 Vesting Commencement Date. |
| F13 | Pursuant to the Merger Agreement, at the Effective Time, each Option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration was canceled without the payment of consideration. |
| F14 | The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 1, 2020 (the "2020 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2020 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2020 Vesting Commencement Date. |
| F15 | The shares subject to the option are fully vested. |
| F16 | The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 16, 2021 (the "June Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the June Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June Vesting Commencement Date. |
| F17 | The shares subject to this option shall vest at a rate of one-third of the total number of shares on the one-year anniversary of June 10, 2022 (the "June 2022 Vesting Commencement Date") and 1/36th of the total number of shares each monthly anniversary of the June 2022 Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the three-year anniversary of the June 2022 Vesting Commencement Date. |