Inovalon (INOV) Form 4 Inovalon / Eron Kelly 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^*

Kelly Eron

(Last) (First) (Middle)

4321 COLLINGTON ROAD

(Street)

BOWIE MD 20716

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Inovalon Holdings, Inc. [ INOV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2021

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
Class A Common Stock	11/24/2021		D(1)		118,907(2)	D	$41(3)	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

Explanation of Responses:

1. Disposition pursuant to Agreement and Plan of Merger, dated as of August 19, 2021 (the "Merger Agreement") by and among Issuer, Ocala Bidco, Inc., a Delaware corporation (Parent), and Ocala Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will merge with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

2. Pursuant to the terms of the Merger Agreement, immediately prior to the Merger effective time, (a) 30% of each award of unvested restricted shares of Common Stock (each ("Unvested Share") was cancelled, terminated, and converted into the right to receive an amount in cash, without interest equal to (i) the equivalent number of shares of Company Common Stock underlying those Unvested Shares (ii) multiplied by the merger consideration in footnote 3, less any applicable withholding Taxes; and (b) 70% of each remaining award of Unvested Shares was converted into a cash-based retention award, in an amount equal to (i) the equivalent to number of shares of Company Common Stock underlying those Unvested Shares (ii) multiplied by the merger consideration in footnote 3, which cash-based retention award remains subject to the same vesting schedule that applied immediately prior to the Merger effective time, including any performance-based vesting criteria and other vesting requirements.

3. In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Common Stock") issued and outstanding immediately prior to the Merger effective time (but excluding any Rollover Shares (as defined in Issuer's proxy statement), cancelled shares and any dissenting shares) was cancelled and extinguished and automatically converted into and thereafter solely represented the right to receive the merger consideration of $41 per share in cash (the "Merger Consideration") without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

Remarks:

	Kamyar Daneshvar, Attorney-in-Fact for Eron Kelly	11/29/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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