John L Workman Form 4 AGILITI / John L Workman 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^*

Workman John L

(Last) (First) (Middle)

C/O AGILITI, INC.

11095 VIKING DRIVE, SUITE 300

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AGILITI, INC. \DE [ AGTI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2024

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, $0.0001 par value	05/07/2024		D		39,401	D	$10(1)	0	D

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
Options (Right to Buy)(2)	$2.13	05/07/2024		D			27,653	01/04/2019	11/04/2024	Common Stock, $0.0001 par value	27,653	(2)	0	D
Options (Right to Buy)(2)	$6.27	05/07/2024		D			55,703	03/06/2020	03/06/2029	Common Stock, $0.0001 par value	55,703	(2)	0	D
Options (Right to Buy)(2)	$8.25	05/07/2024		D			50,909	03/06/2021	03/06/2030	Common Stock, $0.0001 par value	50,909	(2)	0	D

Explanation of Responses:

1. On May 7, 2024 (the "Closing Date"), Agiliti, Inc. (the "Company"), completed its merger (the "Merger") with Apex Intermediate Holdco, Inc., ("Parent"), and Apex Merger Sub, Inc., and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms and conditions of the Merger Agreement and Plan of Merger, dated as of February 26, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement") at the Effective Time (as defined in the Merger Agreement), each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $10.00 per share in cash, without interest.

2. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding and unexercised options to purchase shares of Common Stock (an "Option"), whether vested or unvested, were terminated and cancelled for the right to receive a lump sum cash payment, without interest thereon and subject to applicable withholding taxes, equal to (A) the number of shares of Common Stock underlying the Option immediately prior to the Effective Time, multiplied by (B) an amount equal to the amount that $10.00 exceeded the applicable exercise price of the Option.

	/s/ Lee M. Neumann, by power of attorney	05/07/2024
	** Signature of Reporting Person	Date
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