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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 | ||||||||
Restricted Stock Units | (2) | 08/21/2017 | D(1) | 356 | (3) | (2) | Common Stock | 356 | $ 13.25 | 0 | D | ||||
Restricted Stock Units | (2) | 08/21/2017 | D(1) | 53 | (4) | (2) | Common Stock | 53 | $ 13.25 | 0 | D | ||||
Stock Option (right to buy) | $ 6.93 | 08/21/2017 | D(1) | 886 | (5) | 03/23/2026 | Common Stock | 886 | $ 6.32 | 0 | D | ||||
Stock Option (right to buy) | $ 7.02 | 08/21/2017 | D(1) | 130 | (5) | 05/21/2023 | Common Stock | 130 | $ 6.23 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROSOW CHRISTIANNA S C/O ALLIANCE HEALTHCARE SERVICES, INC. 100 BAYVIEW CIRCLE, SUITE 400 NEWPORT BEACH, CA 92660 |
Principal Accounting Officer |
Lindsay Soule, as Attorney-in-Fact for Christianna S. Rosow | 08/21/2017 | |
**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) | Disposed of pursuant to the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 10, 2017 by and among the Issuer, Tahoe Investment Group Co., Ltd., THAIHOT Investment Company Limited, THAIHOT Investment Company US Limited and Alliance Healthcare Services Merger Sub Limited. Each share of Issuer common stock held by the reporting person was cancelled in the merger and converted into the right to receive $13.25 in cash per share, without interest and less any applicable withholding taxes (the "Merger Consideration"). |
(2) | Restricted Stock Units convert to common stock on a one to one basis upon the vesting thereof with no expiration date. |
(3) | Restricted stock units were cancelled in the merger and converted into the right to receive a restricted cash award equal to (i) the number of shares of common stock subject to the restricted stock units multiplied by (ii) the Merger Consideration. The restricted cash award vests in equal amounts on March 23, 2018 and 2019, subject to continued service through each applicable vesting date. |
(4) | Restricted stock units were cancelled in the merger and converted into the right to receive a restricted cash award equal to (i) the number of shares of common stock subject to the restricted stock units multiplied by (ii) the Merger Consideration. The restricted cash award vests in equal amounts on March 25, 2018 and 2019, subject to continued service through each applicable vesting date. |
(5) | Options were cancelled in the merger and converted into the right to receive an amount in cash determined by multiplying (i) the excess of the Merger Consideration over the option exercise price of such option by (ii) the number of shares of common stock subject to such option. |