| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GTYH | Common Stock | Disposed to Issuer | -704K | -100% | 0 | Jul 7, 2022 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | GTYH | Restricted Stock Units | Disposed to Issuer | -75K | -100% | 0 | Jul 7, 2022 | Common Stock | 75K | Direct | F2, F3 | |||
| transaction | GTYH | Restricted Stock Units | Disposed to Issuer | -170K | -100% | 0 | Jul 7, 2022 | Common Stock | 170K | Direct | F2, F4 | |||
| transaction | GTYH | Warrants | Disposed to Issuer | -200K | -100% | 0 | Jul 8, 2022 | Common Stock | 200K | Direct | F5, F6 |
Michael J. Duffy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On July 7, 2022, pursuant to the agreement and plan of merger by and among the issuer, GI Georgia Midco, Inc. ("Parent") and GI Georgia Merger Sub Inc. ("Merger Sub"), dated as of April 28, 2022 (the "merger agreement"), Merger Sub merged with and into the issuer (the "merger"), with the issuer surviving the merger as a wholly owned subsidiary of Parent. Pursuant to the merger agreement, at the effective time of the merger, the shares of the issuer's common stock converted into the right to receive $6.30 per share in cash (the "merger consideration"). |
| F2 | Each restricted stock unit ("RSU") represented a contingent right to receive one share of the issuer's common stock. |
| F3 | These RSUs (i) would have vested on February 19, 2023, subject to the reporting person's continuing employment with the issuer at such time and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, these RSUs, which provided for vesting within 12 months following the effective time of the merger, were cancelled and converted into the right to receive the merger consideration per underlying share. |
| F4 | These RSUs (i) would have vested on February 19, 2023, subject to the reporting person's continuing employment with the issuer at such time and (ii) could have been settled in shares of the issuer's common stock or cash. Pursuant to the merger agreement, these RSUs, which provided for vesting within 12 months following the effective time of the merger, were cancelled and converted into the right to receive the merger consideration per underlying share. |
| F5 | Each warrant entitled the holder to purchase one share of common stock of the issuer at $11.50 per share, subject to adjustments. |
| F6 | Pursuant to the merger agreement, these warrants, which were unexercised and outstanding immediately prior to the effective time of the merger, ceased to represent warrants to purchase shares of common stock of the issuer and instead represented a right by the holder upon any subsequent exercise to receive the merger consideration per underlying share, provided that a holder of a warrant who properly exercised a warrant within 30 days following the closing of the merger instead was entitled to receive the Black-Scholes value of such warrant, which was $0.71 per warrant in cash for these warrants. The reporting person properly exercised these warrants on July 8, 2022. |
See Exhibit 24.1 - Power of Attorney