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 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/16/2018 | 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)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
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 | 117,405(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
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 | ||||
Restricted Stock Units | (2) | (2) | Class B Common Stock | 5,924 | (3) | D |
Explanation of Responses: |
1. Includes (i) 5,246 shares of restricted stock that vest ratably on November 10, 2018, 2019, 2020, and 2021; (ii) 10,662 shares of restricted stock which vest ratably on March 2, 2019, 2020, 2021, and 2022; (iii) 879 shares of restricted stock which cliff vest on March 2, 2022; (iv) 43,011 shares of restricted stock which vest ratably on September 7, 2018, 2019, 2020, 2021, and 2022; (v) 55,054 shares of restricted stock which vest ratably on March 15, 2019, 2020, 2021, 2022, and 2023; and (vi) 2,553 shares of restricted stock which cliff vest on March 15, 2023. |
2. The restricted stock units ("RSUs") vested beginning November 13, 2015 and have no expiration date. The remaining RSUs vest ratably on November 13, 2018 and 2019. |
3. Each RSU represents a contingent right to receive one share of Inovalon Holdings, Inc. Class B Common Stock which is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the reporting person's option or (b) upon certain transfer of such shares. |
Remarks: |
/s/ Kamyar Daneshvar, Attorney-in-Fact for Jonathan R. Boldt | 03/23/2018 | |
** 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. |