SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/16/2017 | 3. Issuer Name and Ticker or Trading Symbol Inovalon Holdings, Inc. [ INOV ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 312,715(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (right to buy) | (2) | 05/13/2024 | Class B Common Stock | 66,172 | 7.5 | D | |
Employee Stock Option (right to buy) | (3) | 05/13/2024 | Class B Common Stock | 9,596 | 7.5 | D | |
Restricted Stock Units | (4) | (4) | Class A Common Stock | 2,155 | (5) | D |
Explanation of Responses: |
1. Includes (i) 34,190 shares of restricted stock that vest ratably on November 12, 2018, 2019, and 2020; (ii) 3,694 shares of restricted stock which vest ratably on February 25, 2018, 2019, 2020, and 2021; (iii) 32,524 shares of restricted stock which vest ratably on November 10, 2018, 2019, 2020, and 2021; (iv) 36,639 shares of restricted stock which vest ratably on March 2, 2018, 2019, 2020, 2021, and 2022; (v) 6,839 shares of restricted stock which cliff vest on March 2, 2022; (vi) 155,039 shares of restricted stock which clliff vest on August 1, 2021; (vii) 31,646 shares of restricted stock which vest ratably on November 16, 2018, 2019, 2020, 2021, and 2022; and (viii) 1,522 shares purchased under the 2015 Inovalon Holdings, Inc. Employee Stock Purchase Plan. |
2. The options became exercisable on May 14, 2015. 33,086 shares have vested, and the remaining options vest ratably on May 14, 2018 and 2019. |
3. The options became exercisable on May 14, 2015. 4,798 shares have vested, and the remaining options vest ratably on May 14, 2018 and 2019. |
4. The restricted stock units ("RSUs") vested beginning March 5, 2016. The remaining RSUs vest ratably on March 5, 2018, 2019, and 2020. |
5. Each RSU represents a contingent right to receive one share of Inovalon Holdings, Inc. Class A Common Stock. |
Remarks: |
Shauna L. Vernal, Attorney-in-Fact for John Michael Burgin | 11/27/2017 | |
** 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 5 (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. |