Civitas Solutions Form 4 Civitas Solutions / Maria McGee 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^*

McGee Maria

(Last) (First) (Middle)

C/O CIVITAS SOLUTIONS, INC.

313 CONGRESS STREET

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Civitas Solutions, Inc. [ CIVI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2019

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	03/08/2019		D		24,929(1)(2)(3)	D	(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
Stock Option	$17	03/08/2019		D			4,402	(4)	09/16/2024(4)	Common Stock	4,402	(4)	0	D
Stock Option	$26.03	03/08/2019		D			2,285	(4)	12/04/2025(4)	Common Stock	2,285	(4)	0	D
Stock Option	$16.75	03/08/2019		D			4,095	(4)	12/07/2026(4)	Common Stock	4,095	(4)	0	D
Stock Option	$14.45	03/08/2019		D			6,908	(4)	03/10/2028(4)	Common Stock	6,908	(4)	0	D
Stock Option	$13.65	03/08/2019		D			9,669	(4)	12/08/2028(4)	Common Stock	9,669	(4)	0	D
Performance-Based Restricted Stock Unit	(5)	03/08/2019		A		9,296		(5)(6)	(5)(6)	Common Stock	9,296	(5)(6)	9,296	D
Performance-Based Restricted Stock Unit	(5)	03/08/2019		D			9,296	(5)(6)	(5)(6)	Common Stock	9,296	(5)(6)	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger contemplated by the Agreement and Plan of Merger, dated as of December 18, 2018 (the "Merger Agreement"), by and among Civitas Solutions, Inc. (the "Company"), Celtic Tier II Corp. and Celtic Intermediate Corp. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company (the "Common Stock") held by the Company's stockholders, including the reporting person, was converted into the right to receive $17.75 in cash (other than 5,672 shares of Common Stock that were cancelled and converted into limited partnership interests in Celtic Holdings CB, L.P.).

2. Includes 523 restricted stock units ("RSU") that were scheduled to vest on December 6, 2019, 1,400 RSUs that were scheduled to vest on March 1, 2020, 1,842 RSUs that were scheduled to vest in two equal increments on December 8, 2019 and December 8, 2020, 5,450 RSUs that were scheduled to vest in three equal increments on March 9, 2019, 2020 and 2021 and 7,692 RSUs that were scheduled to vest in three equal increments on December 7, 2019, 2020 and 2021. At the Effective Time, each RSU, whether vested or unvested, was converted into the right to receive an amount in cash equal to (i) $17.75 multiplied by (ii) the total number of shares of Common Stock subject to such RSU.

3. (continued from footnote (2)) For each RSU (other than 7,692 RSUs granted in December 2018), 50% of the consideration was paid on the closing date and 50% will be paid subject to continued service in accordance with the original vesting schedule of the RSUs, or, if earlier, in two equal installments on the first and second anniversaries of the closing. The consideration for 7,692 RSUs granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedule, or, if earlier, in two equal installments on the first and second anniversaries of the closing.

4. At the Effective Time, each option to purchase shares of Common Stock (an "Option"), whether vested or unvested, was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $17.75 over the exercise price per share of such Option and (ii) the total number of shares of Common Stock subject to such Option. Any Option that had an exercise price per share that was equal to or greater than $17.75 was cancelled for no consideration. The consideration for Options (other than 9,669 Options granted in December 2018) was paid on the closing date. The consideration for 9,669 Options granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedules of the Options.

5. At the Effective Time, each performance-based restricted stock unit ("PRSU"), whether vested or unvested, was converted into the right to receive an amount in cash equal to the product of (i) $17.75 multiplied by (ii) the total number of shares of Common Stock subject to such PRSU, with performance-based vesting conditions deemed achieved based on actual performance through the closing date (in the case of PRSUs other than 3,846 PRSUs granted in December 2018), and, in the case of 3,846 PRSUs granted in December 2018, with performance-based vesting conditions deemed achieved at target.

6. (continued from footnote (5)) For each PRSU (other than 3,846 PRSUs granted in December 2018), 50% of the consideration was paid on the closing date and 50% will be paid subject to continued service in accordance with the original vesting schedule of the PRSUs, or, if earlier, in two equal installments on the first and second anniversaries of the closing. The consideration for 3,846 PRSUs granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedule, or, if earlier, in two equal installments on the first and second anniversaries of the closing.

Remarks:

	/s/ Gina L. Martin, by power of attorney	03/12/2019
	** Signature of Reporting Person	Date
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