Griffin Brian T Form 4 Diplomat Pharmacy / BRIAN T GRIFFIN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRIFFIN BRIAN T

(Last) (First) (Middle)

4100 S. SAGINAW ST.

(Street)

FLINT MI 48507

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Diplomat Pharmacy, Inc. [ DPLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2020		U(1)		11,238	D	$4	0	D
Common Stock	02/10/2020		U(1)		124,875	D	$4	1,303,805	I	By grantor retained annuity trust(2)
Common Stock	02/10/2020		D(3)		22,478	D	$0	1,281,327	I	By grantor retained annuity trust(2)
Common Stock	02/10/2020		D(3)		84,375	D	$0	1,196,952	I	By grantor retained annuity trust(2)
Common Stock	02/10/2020		D(3)		408,915	D	$0	788,037	I	By grantor retained annuity trust(2)
Common Stock	02/10/2020		D(4)		583,580	D	$4	204,457	I	By grantor retained annuity trust(2)
Common Stock	02/10/2020		D(4)		204,457	D	$4	0	I	By grantor retained annuity trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option to Acquire Common Stock	$1,705.75	02/10/2020		D(3)			81,351	(5)	06/04/2028	Common Stock	81,351	$0(3)	0	I	By grantor retained annuity trust(2)
Employee Stock Option to Acquire Common Stock	$337.78	02/10/2020		D(3)			290,198	(6)	06/04/2029	Common Stock	290,198	$0(3)	0	I	By grantor retained annuity trust(2)

Explanation of Responses:

1. Represents shares tendered to the Denali Merger Sub, Inc. ("Purchaser") in connection with the closing on February 10, 2020 of a cash tender offer by Purchaser to acquire common stock of Issuer in exchange for $4.00 per share in cash, subject to any required withholding of taxes, without interest.

2. These shares are held by the Brian T. Griffin 2019 Grantor Retained Annuity Trust No. II.

3. Pursuant to an Agreement and Plan of Merger, dated December 9, 2019 (the "Merger Agreement"), by and among UnitedHealth Group Incorporated, a Delaware corporation ("Parent"), Purchaser, a Michigan corporation and a wholly owned subsidiary of Parent and Diplomat Pharmacy, Inc., a Michigan corporation (the "Issuer"), certain outstanding restricted stock unit awards held by reporting person were converted into equity awards of the Parent pursuant to the closing on February 10, 2020 of the merger of Purchaser with and into the Issuer. These shares remain subject to time-based vesting requirements.

4. Pursuant to the Merger Agreement, certain vested restricted stock unit awards held by reporting person were disposed of pursuant to the closing on February 10, 2020 of the Tender Offer.

5. One-third of the options vest on each of the first, second and third anniversary of the grant date (June 4, 2018).

6. One-third of the options vest on each of the first, second and third anniversary of the grant date (June 4, 2019).

	/s/ Christina Flint, by Power of Attorney	02/10/2020
	** Signature of Reporting Person	Date
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