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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TruBridge, Inc. [ TBRG ] |
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, par value $0.001 per share ('Common Stock') | 10/02/2024 | P | 3,997(1) | A | $11.93(2) | 603,997 | I | See footnotes (3)(4)(5)(3)(4)(5) | ||
| Common Stock | 10/03/2024 | P | 15,003(1) | A | $11.93(6) | 619,000 | I | See footnotes (3)(4)(5)(3)(4)(5) | ||
| Common Stock | 10/03/2024 | P | 455(7) | A | $11.91 | 1,625,000 | I | See footnotes (3)(4)(8)(3)(4)(8) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares were purchased by PIP (as defined below). |
| 2. The price reported in Column 4 is a weighted average price. These shares were purchased by PIP in multiple transactions at prices ranging from $11.86 to $12.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. |
| 3. This Form 4 is filed jointly by: (i) L6 Holdings Inc., a corporation organized under the laws of Ontario, Canada ('L6') and (ii) Pinetree Capital Ltd., a corporation organized under the laws of Ontario, Canada ('PCL'). Each of the foregoing is referred to as a 'Reporting Person' and collectively, as the 'Reporting Persons.' |
| 4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and the filing of this Form 4 shall not be construed as an admission that any Reporting Person is the beneficial owner of any such securities for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), or for any other purpose. Each of the Reporting Persons may be deemed to be a member of a 'group' for purposes of Section 13(d) of the Exchange Act that may be deemed to collectively beneficially own over 10% of the Issuer's outstanding securities. |
| 5. Securities held by Pinetree Income Partnership ('PIP'). Pinetree Capital Investment Corp., a corporation organized under the laws of Ontario, Canada ('PCIC'), holds 99.99% of the outstanding equity interests of PIP. Emerald Capital Corp., a corporation formed under the laws of the Province of Alberta, Canada ('Emerald'), holds .01% of the outstanding equity interests of PIP. PCL is the parent company and holds 100% of the outstanding capital stock of each of PCIC and Emerald. Mr. Leonard is the President and the ultimate control person of PCL. |
| 6. The price reported in Column 4 is a weighted average price. These shares were purchased by PIP in multiple transactions at prices ranging from $11.88 to $12.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. |
| 7. These shares were purchased by L6. |
| 8. Securities held by L6. Damien Leonard ('Mr. Leonard') is a Managing Director of L6. |
| L6 Holdings Inc., By: /s/ Damien Leonard, Managing Director | 10/04/2024 | |
| Pinetree Capital Ltd., By: /s/ Damien Leonard, President | 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. | ||