Colin Shannon - Jul 1, 2021 Form 4 Insider Report for PRA Health Sciences, Inc. (PRAH)

Signature
By: /s/ Michael J. Bonello, by power of attorney
Stock symbol
PRAH
Transactions as of
Jul 1, 2021
Transactions value $
$0
Form type
4
Date filed
7/1/2021, 06:26 PM
Previous filing
Jun 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRAH Common Stock Disposed to Issuer -46.5K -100% 0 Jul 1, 2021 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PRAH Stock Option (Right to Buy) Disposed to Issuer -39K -100% 0 Jul 1, 2021 Common Stock 39K $75.81 Direct F3, F7
transaction PRAH Stock Option (Right to Buy) Disposed to Issuer -45K -100% 0 Jul 1, 2021 Common Stock 45K $102.44 Direct F4, F7
transaction PRAH Stock Option (Right to Buy) Disposed to Issuer -62K -100% 0 Jul 1, 2021 Common Stock 62K $95.94 Direct F5, F7
transaction PRAH Stock Option (Right to Buy) Disposed to Issuer -63.6K -100% 0 Jul 1, 2021 Common Stock 63.6K $103.30 Direct F6, F7
transaction PRAH Restricted Stock Unit Disposed to Issuer -21K -100% 0 Jul 1, 2021 Common Stock 21K Direct F8, F9
transaction PRAH Restricted Stock Unit Disposed to Issuer -4K -100% 0 Jul 1, 2021 Common Stock 4K Direct F8, F10
transaction PRAH Restricted Stock Unit Disposed to Issuer -52K -100% 0 Jul 1, 2021 Common Stock 52K Direct F8, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Colin Shannon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 The option vests in four annual installments, commencing on August 29, 2018 at 20% of the grant in the first two years and 30% of the grant in the remaining two years thereafter.
F4 The option vests in four equal annual installments of 22,500 beginning on August 16, 2019.
F5 The option vests in three equal annual installments of 31,000 beginning on August 13, 2020.
F6 The option vests in three equal annual installments of 31,780 beginning on June 1, 2021.
F7 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.
F8 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.
F9 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.
F10 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.
F11 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