04/03/2025 | Press release | Distributed by Public on 04/03/2025 17:40
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 | ||||||||
Options (Right to buy) | $4.08 | 04/01/2025 | A | 673,077 | (6) | 04/01/2035 | Common Stock | 673,077 | $ 0 | 673,077 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schwaneke Jeffrey A. C/O AGILON HEALTH, INC. 440 POLARIS PARKWAY, SUITE 550 WESTERVILLE, OH 43082 |
Chief Financial Officer |
/s/ Mimi Yang, as Attorney-in-Fact | 04/03/2025 | |
**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) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $11.12 to $11.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above. |
(2) | This transaction was originally reported in November 2023 and is hereby amended to clarify that the shares were purchased by and are held in the Schwaneke Family Joint Spousal Trust. |
(3) | Restricted stock units that vest in three equal installments on each anniversary of April 1, 2025, subject to continued employment. |
(4) | Includes Performance Stock Units which may become vested subject to attainment (based on 40 trading day average closing price, exceeding twice the closing price of the Company's stock price on date of grant) and within three years from grant date. |
(5) | Includes restricted stock units. |
(6) | Options that vest in three equal installments on each anniversary of April 1, 2025, subject to continued employment. |