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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Envision Healthcare Holdings, Inc. [ EVHC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/01/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 12/01/2016 | D(1) | 36,599(2) | D | (2) | 0 | D | |||
| Common Stock | 12/01/2016 | D(1) | 82,312(3) | D | (3) | 0 | I(4) | By Partnership | ||
| Common Stock | 12/01/2016 | D(1) | 44,000(3) | D | (3) | 0 | I(5) | By Partnership | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Disposition pursuant to the terms of the Agreement and Plan of Merger, dated as of June 15, 2016, by and among Envision Healthcare Holdings, Inc., New Amethyst Corp. and AmSurg Corp. (the "Merger Agreement"), exempt under Rule 16b-3. |
| 2. Pursuant to the terms of the Merger Agreement, at the Merger 2 Effective Time, each deferred stock unit held by the reporting person immediately prior to the Merger 2 Effective Time (as defined in the Merger Agreement) was assumed by New Amethyst and converted into a New Amethyst deferred stock unit having the same terms and conditions, taking into account any changes thereto by reason of the Mergers (as defined in the Merger Agreement). |
| 3. Pursuant to the terms of the Merger Agreement, at the Merger 2 Effective Time, each share of common stock held by the reporting person immediately prior to the Merger 2 Effective Time (as defined in the Merger Agreement) was assumed by New Amethyst and converted into a New Amethyst share of common stock having the same terms and conditions, taking into account any changes thereto by reason of the Mergers (as defined in the Merger Agreement). |
| 4. These shares of common stock are held by the Riggs II Family Limited Partnership, the general partner of which is Riggs Management, Inc. Dr. Riggs, as the President and controlling shareholder of Riggs Management, Inc., may be deemed to have beneficial ownership of the shares held by the Riggs II Family Limited Partnership. Dr. Riggs disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or any other purpose. |
| 5. These shares of common stock are held by Riggs Overall Partners, LP, the general partner of which is Riggs Management, Inc. Dr. Riggs, as the President and controlling shareholder of Riggs Management, Inc., may be deemed to have beneficial ownership of the shares held by Riggs Overall Partners, LP. Dr. Riggs disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or any other purpose. |
| Remarks: |
| /s/ Craig A. Wilson, Attorney-in-Fact for Leonard M. Riggs, Jr. | 12/01/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||