Statement of Changes in Beneficial Ownership (4)
February 10 2020 - 4:18PM
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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3235-0287
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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
*
Loschinskey Dave |
2. Issuer Name and Ticker or Trading Symbol
Diplomat Pharmacy, Inc.
[
DPLO
]
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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)
Chief Operating Officer |
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(Last)
(First)
(Middle)
4100 S. SAGINAW ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2020 |
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(Street)
FLINT, MI 48507
(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 | 2/10/2020 | | U(1) | | 994 | D | $4.00 | 0 | I | By Spouse (2) |
| Common Stock | 2/10/2020 | | U(1) | | 99044 | D | $4.00 | 229528 | D | |
| Common Stock | 2/10/2020 | | D(3) | | 200000 | D | $0 | 29528 | D | |
| Common Stock | 2/10/2020 | | D(3) | | 27750 | D | $0 | 1778 | D | |
| Common Stock | 2/10/2020 | | D(3) | | 1778 | D | $0 | 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 |
| Employee Stock Option to Acquire Common Stock | $1465.58 | 2/10/2020 | | D (3) | | | 100000 | (4) | 11/6/2027 | Common Stock | 100000 | $0 (3) | 0 | D | |
| Employee Stock Option to Acquire Common Stock | $1441 | 2/10/2020 | | D (3) | | | 9508 | (5) | 3/27/2028 | Common Stock | 9508 | $0 (3) | 0 | D | |
| Employee Stock Option to Acquire Common Stock | $417.14 | 2/10/2020 | | D (3) | | | 76132 | (6) | 5/10/2029 | Common Stock | 76132 | $0 (3) | 0 | D | |
| Explanation of Responses: |
| (1) | Represents shares tendered to the Denali Merger Sub, Inc. ("Purchaser") in connection with the closing on February 10, 2020 of a cash tender offer by Purchaser to acquire common stock of Issuer in exchange for $4.00 per share in cash, subject to any required withholding of taxes, without interest. |
| (2) | Shares held directly by the Reporting Person's spouse. |
| (3) | Pursuant to an Agreement and Plan of Merger, dated December 9, 2019 (the "Merger Agreement"), by and among UnitedHealth Group Incorporated, a Delaware corporation ("Parent"), Purchaser, a Michigan corporation and a wholly owned subsidiary of Parent and Diplomat Pharmacy, Inc., a Michigan corporation (the "Issuer"), certain outstanding restricted stock unit awards held by reporting person were converted into equity awards of the Parent pursuant to the closing on February 10, 2020 of the merger of Purchaser with and into the Issuer. These shares remain subject to time-based vesting requirements. |
| (4) | One-fourth of the options vest on each of the first, second, third and anniversary of the grant date (November 6, 2017). |
| (5) | One-third of the options vest on each of the first, second and third anniversary of the grant date (March 27, 2018). |
| (6) | One-third of the options vest on each of the first, second and third anniversary of the grant date (May 10, 2019). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Loschinskey Dave
4100 S. SAGINAW ST.
FLINT, MI 48507 |
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| Chief Operating Officer |
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Signatures
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| /s/ Christina Flint, by Power of Attorney | | 2/10/2020 |
| **Signature of Reporting Person | Date |
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