Statement of Changes in Beneficial Ownership (4)
02 Oktober 2014 - 11:30PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Low Robert C
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2. Issuer Name
and
Ticker or Trading Symbol
CHINDEX INTERNATIONAL INC
[
CHDX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior Vice President & CFO
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(Last)
(First)
(Middle)
4340 EAST WEST HIGHWAY, SUITE 1100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/29/2014
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(Street)
BETHESDA, MD 20814
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/29/2014
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D
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55264
(1)
(2)
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D
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$24.00
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
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$10.99
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9/29/2014
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D
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6000
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(3)
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9/29/2018
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Common Stock
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6000
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(4)
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0
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D
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Stock Options
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$14.85
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9/29/2014
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D
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3000
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(3)
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11/22/2020
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Common Stock
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3000
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(4)
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0
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D
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Stock Options
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$14.22
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9/29/2014
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D
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3000
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(3)
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6/9/2021
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Common Stock
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3000
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(4)
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0
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D
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Explanation of Responses:
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(
1)
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Consists of 27,841 shares of Common Stock, 3,750 shares of unvested restricted stock and 23,673 shares under unvested restricted stock units.
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(
2)
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Pursuant to an Amended and Restated Agreement and Plan of Merger, as amended to date (the "Merger Agreement"), among Chindex International, Inc. (the "Company"), Healthy Harmony Holdings, L.P. (the "Buyer") and Healthy Harmony Acquisition, Inc., these shares were canceled and converted into the right to receive $24.00 in cash, less any applicable withholding taxes.
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(
3)
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All of these options were fully exercisable as of September 29, 2014.
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(
4)
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Each option was canceled in exchange for the right to receive cash consideration, less any applicable withholding taxes, equal to the number of shares of the Company's common stock underlying the option multiplied by an amount equal to the excess of $24.00 over the per share exercise price of the option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Low Robert C
4340 EAST WEST HIGHWAY
SUITE 1100
BETHESDA, MD 20814
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Senior Vice President & CFO
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Signatures
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/s/ Robert C. Low
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9/29/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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