Bradford Kyle Armbrester Form 4 Signify Health / Bradford Kyle Armbrester 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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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^*

Armbrester Bradford Kyle

(Last)

(First)

(Middle)

C/O SIGNIFY HEALTH, INC.

4055 VALLEY VIEW LN, SUITE 700

(Street)

DALLAS

75244

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Signify Health, Inc. [ SGFY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/29/2023		C⁽¹⁾		3,686,599	A	⁽¹⁾	4,068,165	D
Class A Common Stock	03/29/2023		C⁽¹⁾		1,043,854	A	⁽¹⁾	1,043,854	I	By KA Family Investments, LLC⁽⁹⁾
Class A Common Stock	03/29/2023		C⁽¹⁾		1,260,625	A	⁽¹⁾	1,260,625	I	By PA Family Enterprises, LLC⁽⁹⁾
Class A Common Stock	03/29/2023		D⁽²⁾⁽³⁾		348,097	D	⁽²⁾⁽³⁾	3,720,068	D
Class B Common Stock	03/29/2023		D⁽⁴⁾		3,686,599	D	⁽⁴⁾	0	D
Class B Common Stock	03/29/2023		D⁽⁴⁾		1,043,854	D	⁽⁴⁾	0	I	By KA Family Investments, LLC⁽⁹⁾
Class B Common Stock	03/29/2023		D⁽⁴⁾		1,260,625	D	⁽⁴⁾	0	I	By PA Family Enterprises, LLC⁽⁹⁾
Class A Common Stock	03/29/2023		D⁽⁵⁾		3,720,068	D	⁽⁵⁾	0	D
Class A Common Stock	03/29/2023		D⁽⁵⁾		1,043,854	D	⁽⁵⁾	0	I	By KA Family Investments, LLC⁽⁹⁾
Class A Common Stock	03/29/2023		D⁽⁵⁾		1,260,625	D	⁽⁵⁾	0	I	By PA Family Enterprises, LLC⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LLC Units in Cure Aggregator, LLC	⁽¹⁾	03/29/2023		C			3,686,599	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,686,599	⁽¹⁾	0	D
LLC Units in Cure Aggregator, LLC	⁽¹⁾	03/29/2023		C			1,043,854	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,043,854	⁽¹⁾	0	I	By KA Family Investments, LLC⁽⁹⁾
LLC Units in Cure Aggregator, LLC	⁽¹⁾	03/29/2023		C			1,260,625	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,260,625	⁽¹⁾	0	I	By PA Family Enterprises, LLC⁽⁹⁾
Employee Stock Options (Right to Buy)	$14.19	03/29/2023		D			634,257	⁽⁶⁾⁽⁷⁾⁽⁸⁾	⁽⁶⁾⁽⁷⁾⁽⁸⁾	Class A Common Stock	634,257	⁽⁶⁾⁽⁷⁾⁽⁸⁾	0	D

Explanation of Responses:

1. On March 29, 2023, pursuant to that certain Agreement and Plan of Merger, dated September 2, 2022, between the Issuer, CVS Pharmacy, Inc. ("Parent") and Noah Merger Sub, Inc. (the "Merger Agreement"), the Reporting Person directly received 3,686,599 shares of the Issuer's Class A Common Stock ("Class A Common Stock") and entities affiliated with the Reporting Person received 1,043,854 and 1,260,625 shares of Class A Common Stock, respectively, pursuant to the exchange by Cure Aggregator, LLC of LLC Units of Cure TopCo, LLC ("LLC Units") for the Issuer's Class A Common Stock on a one-for one basis (and the corresponding cancellation of an equal number of shares of the Issuer's Class B Common Stock ("Class B Common Stock")), and the subsequent distribution by Cure Aggregator, LLC to the Reporting Person of such shares of Class A Common Stock.

2. Pursuant to the Merger Agreement, as of the effective time of the merger (the "Effective Time"), each restricted stock unit with respect to shares of the Issuer's Class A Common Stock (each, an "Issuer RSU") that was not (i) outstanding immediately prior to the Effective Time to the extent vested and unsettled or (ii) outstanding immediately prior to the Effective Time and was held by any person who is a non-employee director, consultant or independent contractor engaged by the Issuer and was outstanding immediately prior to the Effective Time (each, a "Rollover RSU") was converted into a restricted stock unit, subject to substantially the same terms and conditions as were applicable under such Rollover RSU, with respect to a number of shares of common stock of CVS Health Corporation ("CVS Health Stock") equal to the number of shares of Class A Common Stock subject to such Rollover RSU multiplied by a fraction,

3. (Continued from Footnote 2) the numerator of which is the Per Share Consideration and the denominator of which is the volume weighted average trading price (rounded to the nearest $0.01) of one share of CVS Health Stock on the New York Stock Exchange as reported on Bloomberg L.P. under the function "VWAP" (or, if not reported therein, in another authoritative source mutually selected by the parties) for the ten (10) consecutive trading days ending on (and including) the trading day that is three (3) trading days prior to the date of the closing of the Merger (the "Exchange Ratio").

4. Pursuant to the Merger Agreement, each share of Class B Common Stock outstanding and held by the Reporting Person immediately prior to the Effective Time, was cancelled.

5. Pursuant to the Merger Agreement, each share of Class A Common Stock outstanding and held by the Reporting Person immediately prior to the Effective Time, was cancelled and converted into the right to receive an amount in cash equal to $30.50 (the "Per Share Consideration").

6. Pursuant to the Merger Agreement, each option to purchase a share of Class A Common Stock (each, an "Issuer Option") granted by Issuer under an Issuer stock plan that was (i) outstanding as of immediately prior to the Effective Time and was vested and unexercised (but not, for the avoidance of doubt, (x) any unvested Issuer Option that was outstanding immediately prior to the Effective Time with an exercise price that is equal to or greater than $30.50 or (y) any Issuer Option that is forfeited due to failure to satisfy performance-based conditions) or (ii) outstanding immediately prior to the Effective Time and was held by a non-employee director, consultant or independent contractor of the Issuer (whether vested or unvested) (each, a "Cash-Out Option"),

7. (Continued from Footnote 6) was cancelled and converted into the right to receive an amount in cash equal to the product of (1) the excess, if any, of the Per Share Consideration over the per-share exercise price of such Cash-Out Option, multiplied by (2) the number of shares of Class A Common Stock then subject to such Cash-Out Option as of immediately prior to the Effective Time.

8. Pursuant to the Merger Agreement, each Issuer Option that is not a Cash-Out Option and is outstanding immediately prior to the Effective Time (each, a "Rollover Stock Option") was converted into an option to acquire, on substantially the same terms and conditions as were applicable under such Rollover Stock Option, the number of shares of CVS Health Stock (rounded down to the nearest whole share), determined by multiplying (x) the number of shares of Class A Common Stock subject to such Rollover Stock Option immediately prior to the Effective Time by (y) the Exchange Ratio, at an exercise price per share of CVS Health Stock (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Class A Common Stock subject to such Rollover Stock Option divided by (B) the Exchange Ratio.

9. The Reporting Person serves as sole manager of the LLCs, the membership interests of which are held through family trusts, the beneficiaries of which are the Reporting Person or his immediate family members.

Remarks:

	/s/ Adam McAnaney, as attorney-in-fact for Kyle Bradford Armbrester	03/29/2023
	** 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.
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Bradford Kyle Armbrester Form 4Signify Health / Bradford Kyle Armbrester ownership change