Statement of Changes in Beneficial Ownership (4)
July 01 2021 - 5:48PM
Edgar (US Regulatory)
FORM 4
[X]
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
*
Bonello Michael J. |
2. Issuer Name and Ticker or Trading Symbol
PRA Health Sciences, Inc.
[
PRAH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & CFO |
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(Last)
(First)
(Middle)
C/O PRA HEALTH SCIENCES, INC., 4130 PARKLAKE AVENUE, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2021 |
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(Street)
RALEIGH, NC 27612
(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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| Common Stock | 7/1/2021 | | D | | 4480 | D | (1)(2) | 0 | D | |
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 Option (Right to Buy) | $75.81 | 7/1/2021 | | D | | | 6000 | (3) | 8/29/2027 | Common Stock | 6000 | (7) | 0 | D | |
| Stock Option (Right to Buy) | $81.61 | 7/1/2021 | | D | | | 20000 | (4) | 4/26/2028 | Common Stock | 20000 | (7) | 0 | D | |
| Stock Option (Right to Buy) | $95.94 | 7/1/2021 | | D | | | 16666 | (5) | 8/13/2029 | Common Stock | 16666 | (7) | 0 | D | |
| Stock Option (Right to Buy) | $103.30 | 7/1/2021 | | D | | | 17114 | (6) | 6/1/2030 | Common Stock | 17114 | (7) | 0 | D | |
| Restricted Stock Unit | (8) | 7/1/2021 | | D | | | 5647 | (9) | (9) | Common Stock | 5647 | (8) | 0 | D | |
| Restricted Stock Unit | (8) | 7/1/2021 | | D | | | 2000 | (10) | (10) | Common Stock | 2000 | (8) | 0 | D | |
| Restricted Stock Unit | (8) | 7/1/2021 | | D | | | 14008 | (11) | (11) | Common Stock | 14008 | (8) | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the Agreement and Plan of Merger (as it may be amended from time to time) (the "Merger Agreement"), dated as of February 24, 2021, by and among the Issuer, ICON plc ("ICON"), ICON US Holdings Inc. ("US HoldCo") and Indigo Merger Sub, Inc., each share of the Issuer's common stock was converted into the right to receive from ICON, 0.4125 of one ordinary share of ICON, and, from US HoldCo, $80.00 in cash, without any interest thereon (collectively, the "Merger Consideration"). |
| (2) | Pursuant to the Merger Agreement, each award of restricted stock of the Issuer that is outstanding immediately prior to the effective time of the merger was converted into the right to receive the Merger Consideration. |
| (3) | 4,000 options vested on August 29, 2018; 4,000 options vested on August 29, 2019 and 6,000 options vested on August 29, 2020 upon satisfaction of certain performance criteria. |
| (4) | The option vest 25% each year beginning on April 26, 2019, subject to the holder's continued service through such dates. |
| (5) | The option vests in three equal annual installments of 8,334 beginning on August 13, 2020. |
| (6) | The option vests in three equal annual installments of 8,556 beginning on June 1, 2021. |
| (7) | Pursuant to the Merger Agreement, each outstanding stock option of the Issuer, whether vested or unvested, as of immediately prior to the effective time of the merger was, at the effective time of the merger, converted into an option to purchase a number of ordinary shares of ICON equal to the product of (i) the number of shares of the Issuer's common stock subject to such Issuer stock option and (ii) 0.788496037 (the "Parent Equity Conversion Ratio") (rounded down to the nearest whole ordinary share of ICON), with an exercise price equal to the quotient of (x) the exercise price of such Issuer stock option and (y) the Parent Equity Conversion Ratio (rounded up to the nearest whole cent), subject to the same terms and conditions (including vesting conditions) applicable to such Issuer stock option. |
| (8) | Pursuant to the Merger Agreement, each outstanding award of restricted stock units of the Issuer as of immediately prior to the effective time of the merger was, at the effective time of the merger, converted into a number of restricted stock units of ICON equal to the product of (i) the number of restricted stock units of the Issuer and (ii) the Parent Equity Conversion Ratio, rounded down to the nearest whole ordinary share of ICON, subject to the same terms and conditions (including vesting conditions) applicable to such Issuer restricted stock units. |
| (9) | Restricted stock units convert into the Issuer's common stock on a one-for one basis in an amount equal to one-third of the total amount per year on each anniversary of June 1, 2020, the grant date, subject to the holder's continued service through each vesting date. |
| (10) | Restricted stock units convert into the Issuer's common stock on a one-for one basis in an amount equal to 50% of the total amount per year on each anniversary of June 1, 2020, the grant date, subject to the holder's continued service through each vesting date. |
| (11) | Restricted stock units convert into the Issuer's common stock on a one-for-one basis in an amount equal to one-third of the total amount per year on each anniversary of June 1, 2021, the grant date, subject to the holder's continued service through each vesting date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bonello Michael J.
C/O PRA HEALTH SCIENCES, INC.
4130 PARKLAKE AVENUE, SUITE 400
RALEIGH, NC 27612 |
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| EVP & CFO |
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Signatures
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| By: /s/ Michael J. Bonello | | 7/1/2021 |
| **Signature of Reporting Person | Date |
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