Jerome Hogge - Mar 1, 2025 Form 4 Insider Report for Claritev Corp (CTEV)

Role: EVP, Chief Operating Officer
Signature: /s/ Kent Bartholomew, attorney-in-fact
Stock symbol: CTEV
Transactions as of: Mar 1, 2025
Transactions value $: -$37,362
Form type: 4
Date filed: 3/4/2025, 09:33 PM
Previous filing: Mar 12, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CTEV	Class A common stock	Tax liability	-$37.4K	-1.78K	-6.84%	$20.99	24.3K	Mar 1, 2025	Direct	F1
transaction	CTEV	Class A common stock	Award	$0	+47.6K	+196.37%	$0.00	71.9K	Mar 1, 2025	Direct	F2

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	CTEV	Cash Settled Restricted Stock Units	Award	$0	+47.6K		$0.00	47.6K	Mar 1, 2025	Class A common stock	47.6K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	Represents shares withheld to pay taxes applicable to vesting of restricted stock units granted on March 18, 2024.
F2	Represents a grant of restricted stock units which will vest at a rate of 25% per year on each of March 1, 2026, 2027, 2028, and 2029.
F3	Represents cash settled restricted stock units (cRSUs) vesting 50%/year on March 1, 2026 and 2027. Each cRSU is the economic equivalent of a share of Class A common stock (the Common Stock) of Claritev Corp. (the Company) and will be settled in cash based on the fair market value (FMV) per share of the Common Stock at settlement, subject to a cap of 4x the FMV of a share of Common Stock on the grant date (the cap) if settled prior to a change in control (CiC) of the Company (as defined in the award agreement). If settled at the cap, the Reporting Person will become entitled to receive a payment per cRSU equal to the lesser of, if positive, (i) the price per share received by the Company's stockholders in the CiC and (ii) the FMV of a share of Common Stock at the original settlement date, less the cap, if a CiC occurs on or prior to the 5th anniversary following the grant date. Any such excess will be paid on the earlier of the 5th anniversary of the grant date and certain CiCs.