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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (Right to buy) | $ 21.99 | 12/01/2016 | D(1) | 316,785 | (4)(5) | 02/24/2026 | Common Stock | 316,785 | (4) | 0 | D | ||||
Option (Right to buy) | $ 3.69 | 12/01/2016 | D(1) | 4,681,240 | (4) | 05/22/2021 | Common Stock | 4,681,240 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sanger William A 6200 S. SYRACUSE WAY STE 200 GREENWOOD VILLAGE, CO 80111 |
X | Chairman, President & CEO |
/s/ Craig A. Wilson, Attorney-in-Fact for William A. Sanger | 12/01/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Disposition pursuant to the terms of the Agreement and Plan of Merger, dated as of June 15, 2016, by and among Envision Healthcare Holdings, Inc., New Amethyst Corp. and AmSurg Corp. (the "Merger Agreement"), exempt under Rule 16b-3. |
(2) | Pursuant to the terms of the Merger Agreement, at the Merger 2 Effective Time, each share of common stock held by the reporting person immediately prior to the Merger 2 Effective Time (as defined in the Merger Agreement) was assumed by New Amethyst and converted into a New Amethyst share of common stock having the same terms and conditions, taking into account any changes thereto by reason of the Mergers (as defined in the Merger Agreement). |
(3) | These shares of common stock are held in the Sanger Family Legacy Trust I. |
(4) | Pursuant to the terms of the Merger Agreement, at the Merger 2 Effective Time, each stock option held by the reporting person immediately prior to the Merger 2 Effective Time (as defined in the Merger Agreement) was assumed by New Amethyst and converted into a New Amethyst stock option having the same terms and conditions, taking into account any changes thereto by reason of the Mergers (as defined in the Merger Agreement). |
(5) | These stock options are scheduled to vest in three installments on each of the first three anniversaries of February 24, 2016, subject to the Reporting Person's continued employment. |