| 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)
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2. Issuer Name and Ticker or Trading Symbol
Augmedix, Inc. [ AUGX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/02/2024 | ||||||||||||||||||||||||||
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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 | 10/02/2024 | D | 5,844 | D(1) | $2.35 | 0 | D | |||
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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 | ||||||||
| Employee Stock Option (right to buy) | $1.79 | 10/02/2024 | D | 50,000 | (6) | 02/17/2033 | Common Stock | 50,000 | $0(2)(3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $2.48 | 10/02/2024 | D | 100,000 | (7) | 03/09/2032 | Common Stock | 100,000 | $0(2)(3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $3 | 10/02/2024 | D | 79,695 | (8) | 01/18/2031 | Common Stock | 79,695 | $0(2)(3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.86 | 10/02/2024 | D | 86,697 | (9) | 04/17/2029 | Common Stock | 86,697 | $0(2)(3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $0.64 | 10/02/2024 | D | 88,381 | (10) | 06/03/2030 | Common Stock | 88,381 | $0(2)(3) | 0 | D | ||||
| Restricted Stock Units | (5) | 10/02/2024 | D | 65,625 | (4) | (4) | Common Stock | 65,625 | $0(4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of in connection with the merger of Augmedix, Inc. ("Augmedix") with and into Anderson Merger Sub, Inc. (the "Merger Sub"), effective October 2, 2024 (the "Merger"), pursuant to the Agreement and Plan of Merger dated as of July 19, 2024, among Augmedix, Commure, Inc., and Merger Sub (the "Merger Agreement"). In connection with the Merger, the shares listed were canceled and converted into the right to receive $2.35 per share, without interest (the "Merger Consideration"), and subject to applicable tax withholdings. |
| 2. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each stock option (the "Company Option") that was outstanding, unexercised and vested as of immediately prior to the Effective Time with a per share exercise price ("Per Share Exercise Price") that was less than the Merger Consideration, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of common stock of Augmedix (the "Company Common Stock") underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the Per Share Exercise Price of such Company Option. Each Company Option that had a Per Share Exercise Price that was equal to or exceeded the amount of the Merger Consideration at the Effective Time was cancelled for no consideration. |
| 3. Each Company Option that was unvested and had a Per Share Exercise Price that was less than the amount of the Merger Consideration at the Effective Time was replaced with a cash incentive program, which in either case preserves the compensation elements and vesting terms of the Company Option. |
| 4. Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units were replaced with a cash incentive program, which preserves the compensation elements and vesting terms of the restricted stock units. |
| 5. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Issuer's common stock. |
| 6. The option is granted under the Augmedix 2020 Equity Incentive Plan. The option will vest monthly in equal increments over four years starting on the grant date, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 7. The option is granted under the Augmedix 2020 Equity Incentive Plan. The option will vest monthly in equal increments for four years starting on March 10, 2022, subject to the Reporting Person's provision of service to the Issuer on each vesting date, and will be fully vested on March 10, 2026. |
| 8. The options will vest as to 1/48 of the total shares on February 1, 2021, and an additional 1/48 of the options will vest monthly thereafter until the options are fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 9. The options vested as to 1/4 of the total shares on April 8, 2020, and an additional 1/48 of the options will vest monthly thereafter until the options are fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| 10. The options vested as to 1/48 of the total shares on May 8, 2019, and an additional 1/48 of the options will vest monthly thereafter until the options are fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting date. |
| /s/ Todd Holvick, Attorney-in-Fact | 10/04/2024 | |
| ** 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. | ||
