Statement of Changes in Beneficial Ownership (4)
August 25 2020 - 3:14PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Murley Robert S |
2. Issuer Name and Ticker or Trading Symbol
Benefytt Technologies, Inc.
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BFYT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BENEFYTT TECHNOLOGIES, INC., 3450 BUSCHWOOD PARK DR., SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/21/2020 |
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(Street)
TAMPA, FL 33618
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 8/21/2020 (1) | | U(2) | | 12000 | D | $31.00 | 0 | D | |
| Class A Common Stock | 8/21/2020 (1) | | U(2) | | 5000 | D | $31.00 | 0 | I | By Robert Murley Revocable Trust (5) |
| Class A Common Stock | 8/21/2020 (1) | | U(2) | | 31500 | D | $31.00 | 0 | I | By Murley Enterprises (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Stock Appreciation Rights | $7.97 | 8/21/2020 (1) | | D | | | 20000 | 10/28/2015 (3) | 10/28/2021 | Class A Common Stock | 20000 | (4) | 0 | D | |
| Explanation of Responses: |
| (1) | On August 21, 2020, Daylight Beta Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Daylight Beta Parent Corp., a Delaware corporation ("Parent"), successfully completed the tender offer ("Tender Offer") for all issued and outstanding shares of the common stock of Benefytt Technologies, Inc., a Delaware corporation (the "Issuer"), pursuant to that certain Agreement and Plan of Merger dated July 12, 2020 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the Tender Offer, on August 21, 2020, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned and indirect subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer a director of Issuer, effective on August 21, 2020. |
| (2) | Represents shares tendered to the Purchaser in connection with the Tender Offer. |
| (3) | These stock-settled stock appreciation rights were granted under the Issuer's Long Term Incentive Plan. |
| (4) | In accordance with the terms of the Merger Agreement, these stock-settled stock appreciation rights held by the reporting person were deemed to be fully vested and cancelled and converted as of immediately prior to the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of: (i) the aggregate number of shares of the Issuer's Common Stock underlying these stock-settled stock appreciation rights, multiplied by (ii) the excess of $31.00 over the per share exercise price of such stock-settled stock appreciation rights, less any taxes required to be withheld. |
| (5) | The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Murley Robert S
C/O BENEFYTT TECHNOLOGIES, INC.
3450 BUSCHWOOD PARK DR., SUITE 200
TAMPA, FL 33618 | X |
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Signatures
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| /s/ Curt P. Creely, Attorney-in-Fact for Robert S. Murley | | 8/21/2020 |
| **Signature of Reporting Person | Date |
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