Matthew E. Mccabe Form 4 AGILITI / MATTHEW E. MCCABE 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^*

MCCABE MATTHEW E.

(Last) (First) (Middle)

C/O AGILITI, INC.

11095 VIKING DRIVE, SUITE 300

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AGILITI, INC. \DE [ AGTI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP OF FINANCE & TREASURER

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2024

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
Common Stock, $0.0001 par value	05/07/2024		D		10,511	D	$10(1)	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
Options (Right to Buy)(2)	$6.27	05/07/2024		D			11,802	(3)	03/06/2029	Common Stock, $0.0001 par value	11,802	(2)	0	D
Options (Right to Buy)(2)	$6.27	05/07/2024		D			13,934	(4)	03/06/2029	Common Stock, $0.0001 par value	13,934	(2)	0	D
Options (Right to Buy)(2)	$8.25	05/07/2024		D			14,288	(5)	03/06/2030	Common Stock, $0.0001 par value	14,288	(2)	0	D
Options (Right to Buy)(2)	$14	05/07/2024		D			9,643	(6)	04/22/2031	Common Stock, $0.0001 par value	9,643	(2)	0	D
Options (Right to Buy)(2)	$18.45	05/07/2024		D			7,683	(7)	03/03/2032	Common Stock, $0.0001 par value	7,683	(2)	0	D
Options (Right to Buy)(2)	$14.83	05/07/2024		D			9,558	(8)	03/10/2033	Common Stock, $0.0001 par value	9,558	(2)	0	D
Performance Restricted Stock Units	(9)	05/07/2024		D			5,747	(10)	(10)	Common Stock, $0.0001 par value	5,747	(9)	0	D
Restricted Stock Units	(11)	05/07/2024		D			20,849	(12)	(12)	Common Stock, $0.0001 par value	20,849	(11)	0	D

Explanation of Responses:

1. On May 7, 2024 (the "Closing Date"), Agiliti, Inc. (the "Company"), completed its merger (the "Merger") with Apex Intermediate Holdco, Inc., ("Parent"), and Apex Merger Sub, Inc., and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms and conditions of the Merger Agreement and Plan of Merger, dated as of February 26, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement") at the Effective Time (as defined in the Merger Agreement), each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $10.00 per share in cash, without interest.

2. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding and unexercised options to purchase shares of Common Stock (an "Option"), whether vested or unvested, were terminated and cancelled (i) with no payment to the reporting person where the Option had an exercise price equal to or greater than $10.00 and (ii) for the right to receive a lump sum cash payment, without interest thereon and subject to applicable withholding taxes, equal to (A) the number of shares of Common Stock underlying the Option immediately prior to the Effective Time, multiplied by (B) an amount equal to the amount that $10.00 exceeded the applicable exercise price of the Option where the Option had an exercise price less than $10.00.

3. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 6, 2019. These options vested ratably on an annual basis over a four-year period.

4. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 6, 2019. These options vested ratably on an annual basis over a three-year period.

5. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 6, 2020. These options vested ratably on an annual basis over a three-year period.

6. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on April 22, 2021. These options vested ratably on an annual basis over a three-year period.

7. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 3, 2022. These options vest ratably on an annual basis over a three-year period.

8. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 10, 2023. These options vest ratably on an annual basis over a three-year period.

9. The performance restricted stock units ("PRSUs") were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan to the reporting person on March 3, 2022 and June 6, 2023. The PRSUs cliff vest three years following the date of grant and settle in shares of common stock based upon the Company's financial performance results and contingent upon the reporting person's continued employment with the Company through the vesting period.

10. Pursuant to the terms and conditions of the Merger Agreement, the PRSUs held by the reporting person will remain generally subject to the same terms and conditions (including with respect to time and performance based vesting conditions and settlement terms) as those that applied immediately prior to the Effective Time and will be settled in shares of Common Stock or other equity interests in the Company or one of its affiliates.

11. The restricted stock units ("RSUs") were granted under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on March 15, 2024 (the "2024 RSUs"), March 10, 2023, (the "2023 RSUs"), March 3, 2022 (the "2022 RSUs") and December 21, 2021 (the "2021 RSUs"). The 2024 RSUs cliff vest six months following the grant date, contingent upon the reporting person remaining in continuous employment with the Company on the vesting date. The 2023 RSUs and 2022 RSUs vest ratably on annual basis over a three year period contingent upon the reporting person remaining in continuous employment with the Company on each vesting date. The 2021 RSUs cliff vest cliff vest three years following the date of grant contingent upon the reporting person's continued employment with the Company through the vesting date.

12. Pursuant to the terms and conditions of the Merger Agreement, the RSUs held by the reporting person will remain generally subject to the same terms and conditions (including with respect to time based vesting conditions and settlement terms) as those that applied immediately prior to the Effective Time and will be settled in shares of Common Stock or other equity interests in the Company or one of its affiliates.

	/s/ Lee M. Neumann, by power of attorney	05/07/2024
	** Signature of Reporting Person	Date
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