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)
| 2. Issuer Name and Ticker or Trading Symbol Alignment Healthcare, Inc. [ ALHC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/20/2022 | ||||||||||||||||||||||||||
| 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 | 09/20/2022 | S(1) | 2,044,006 | D | $14.61 | 17,922,779 | I | See footnote(2)(3) | ||
| 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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents 1,316,565 shares of Common Stock sold by Warburg Pincus Private Equity XII, L.P., a Delaware limited partnership ("WP XII"), 264,147 shares of Common Stock sold by Warburg Pincus Private Equity XII-B, L.P., a Delaware limited partnership ("WP XII-B"), 37,998 shares of Common Stock sold by Warburg Pincus Private Equity XII-D, L.P., a Delaware limited partnership ("WP XII-D"), and 216,869 shares of Common Stock sold by Warburg Pincus Private Equity XII-E, L.P., a Delaware limited partnership ("WP XII-E"), 71,029 shares of Common Stock sold by WP XII Partners, L.P., a Delaware limited partnership ("WP XII Partners"), and 137,398 shares of Common Stock sold by Warburg Pincus XII Partners, L.P., a Delaware limited partnership ("Warburg Pincus XII Partners") pursuant to a registered block trade that closed on September 20, 2022 (the "Transaction"), at a price of $14.61. |
| 2. Reflects securities held directly by WP XII, WP XII-B, WP XII-D, WP XII-E, WP XII Partners, and Warburg Pincus XII Partners (together with WP XII, WP XII-B, WP XII-D, WP XII-E, and WP XII Partners, the "WP XII Funds") following the closing of the Transaction. Warburg Pincus XII, L.P., a Delaware limited partnership ("WP XII GP"), is the general partner of the WP XII Funds. WP Global LLC, a Delaware limited liability company ("WP Global"), is the general partner of WP XII GP. Warburg Pincus Partners II, L.P., a Delaware limited partnership ("WPP II"), is the managing member of WP Global. Warburg Pincus Partners II Holdings, L.P., a Delaware limited partnership ("WPP II Holdings"), is a limited partner of WPP II. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WPP II and WPP II Holdings. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP. (Cont'd in FN3) |
| 3. (Cont'd from FN2) Warburg Pincus LLC, a New York limited liability company ("WP LLC") is a registered investment adviser and the manager of the WP XII Funds. Investment and voting decisions with respect to the shares held by the WP XII Funds are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares. |
| Remarks: |
| WP XII, WP XII-B, WP XII-D, WP XII-E, WP XII Partners, Warburg Pincus XII Partners, WP XII GP, WP Global, WPP II, WPP II Holdings, WPP GP, and WP may be deemed to be members of a "group" for the purposes of the Securities Exchange Act of 1934. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Form 2 of 2 |
| Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Robert B. Knauss, Authorized Signatory | 09/20/2022 | |
| Warburg Pincus & Co., By: /s/ Robert B. Knauss, Authorized Signatory | 09/20/2022 | |
| Warburg Pincus Partners II Holdings, L.P., By: Warburg Pincus Partners GP LLC, By: Warburg Pincus & Co., By: /s/ Robert B. Knauss, Authorized Signatory | 09/20/2022 | |
| ** 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. | ||