10/06/2025 | Press release | Distributed by Public on 10/06/2025 16:23
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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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 | ||||||||
Restricted Stock Units | (3) | 10/02/2025 | D(1) | 11,000 | (4) | (4) | Common Stock | 11,000 | (5) | 0 | D | ||||
Restricted Stock Units | (3) | 10/02/2025 | D(1) | 50,000 | (6) | (6) | Common Stock | 50,000 | (5) | 0 | D | ||||
Restricted Stock Units | (3) | 10/02/2025 | D(1) | 2,490 | (7) | (7) | Common Stock | 2,490 | (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Scherman Jeffrey J C/O NEUEHEALTH, INC. 9250 NW 36TH ST SUITE 420 DORAL, FL 33178 |
Chief Accounting Officer |
/s/ Eric Halverson for Jeffrey J. Scherman, Attorney-in-Fact | 10/06/2025 | |
**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) | On October 2, 2025, NH Holdings 2025, Inc. ("Parent"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and NH Holdings Acquisition 2025, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), dated as of December 23, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with New Enterprise Associates, Inc. |
(2) | At the effective time of the Merger ("Effective Time"), each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $7.33 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). |
(3) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
(4) | The original grant of these restricted stock units vest in equal annual installments beginning on 3/11/24. |
(5) | Each Issuer restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was assumed and adjusted into a restricted stock unit with respect to a number of shares of common stock of Parent equal to the number of shares of Issuer common stock subject to such Issuer RSU and continued to be subject to the same terms and restrictions set forth in the Issuer equity plans and any applicable individual award agreement issued thereunder (including with respect to vesting). |
(6) | All of these restricted stock units vest on 10/11/26. |
(7) | The original grant of these restricted stock units vest in equal annual installments beginning on 3/6/23. |