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 Civitas Solutions, Inc. [ CIVI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | 03/08/2019 | D | 56,411(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) | |||||||||||||||
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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 | ||||||||
| Stock Option | $17 | 03/08/2019 | D | 17,608 | (4) | 09/16/2024(4) | Common Stock | 17,608 | (4) | 0 | D | ||||
| Stock Option | $25.1 | 03/08/2019 | D | 4,886 | (4) | 01/14/2026(4) | Common Stock | 4,886 | (4) | 0 | D | ||||
| Stock Option | $17.05 | 03/08/2019 | D | 6,870 | (4) | 12/10/2026(4) | Common Stock | 6,870 | (4) | 0 | D | ||||
| Stock Option | $19 | 03/08/2019 | D | 6,494 | (4) | 12/09/2027(4) | Common Stock | 6,494 | (4) | 0 | D | ||||
| Stock Option | $13.65 | 03/08/2019 | D | 8,287 | (4) | 12/08/2028(4) | Common Stock | 8,287 | (4) | 0 | D | ||||
| Performance-Based Restricted Stock Unit | (5) | 03/08/2019 | A | 8,033 | (5)(6) | (5)(6) | Common Stock | 8,033 | (5)(6) | 8,033 | D | ||||
| Performance-Based Restricted Stock Unit | (5) | 03/08/2019 | D | 8,033 | (5)(6) | (5)(6) | Common Stock | 8,033 | (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. |
| 2. Includes 1,760 restricted stock units ("RSU") that were scheduled to vest on December 6, 2019, 2,267 RSUs that were scheduled to vest on March 3, 2020, 3,158 RSUs that were scheduled to vest in two equal increments on December 8, 2019 and December 8, 2020 and 6,593 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 6,593 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 6,593 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 8,287 Options granted in December 2018) was paid on the closing date. The consideration for 8,287 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 3,297 PRSUs granted in December 2018), and, in the case of 3,297 PRSUs granted in December 2018, with performance-based vesting conditions deemed achieved at target. |
| 6. (continued from footnote (5)) For each PRSU (other than 3,297 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 3,297 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 | |
| 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. | ||