Denise K. Fletcher - Nov 24, 2021 Form 4 Insider Report for Inovalon Holdings, Inc. (INOV)

Role: Director
Signature: /s/ Kamyar Daneshvar, Attorney-in-Fact for Denise K. Fletcher
Stock symbol: INOV
Transactions as of: Nov 24, 2021
Transactions value $: -$4,345,057
Form type: 4
Date filed: 11/29/2021, 07:53 PM
Previous filing: Nov 22, 2021
Next filing: Feb 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INOV	Class A Common Stock	Disposed to Issuer	-$2.35M	-57.4K	-100%	$41.00	0	Nov 24, 2021	Direct	F1, F2
transaction	INOV	Class B Common Stock	Disposed to Issuer	-$1.29M	-31.5K	-100%	$41.00	0	Nov 24, 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	INOV	Restricted Stock Units	Disposed to Issuer	-$94.5K	-2.31K	-100%	$41.00	0	Nov 24, 2021	Class A Common Stock	2.31K		Direct	F3
transaction	INOV	Employee Stock Option (right to buy)	Disposed to Issuer	-$605K	-14.7K	-100%	$41.00	0	Nov 24, 2021	Class B Common Stock	14.7K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Denise K. Fletcher is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposition pursuant to Agreement and Plan of Merger, dated as of August 19, 2021 (the "Merger Agreement") by and among Issuer, Ocala Bidco, Inc., a Delaware corporation ("Parent"), and Ocala Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent.
F2	In the Merger, each share of Issuer's Class A Common Stock and Class B Common Stock (together, the "Common Stock") issued and outstanding immediately prior to the Merger effective time (but excluding any Rollover Shares (as defined in Issuer's proxy statement), cancelled shares and any dissenting shares) was cancelled and extinguished and automatically converted into and thereafter solely represented the right to receive the merger consideration of $41 per share in cash (the "Merger Consideration") without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.
F3	Pursuant to the Merger Agreement, immediately prior to the Merger effective time, each unvested award of restricted stock units with respect to shares of Common Stock was cancelled and terminated and converted into the right solely to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock underlying such restricted stock unit award by (ii) the Merger Consideration, less any applicable withholding taxes.
F4	Pursuant to the Merger Agreement, immediately prior to the Merger effective time, each outstanding and unexpired option to purchase shares of Common Stock was cancelled and terminated and converted into the right to receive an amount in cash, if any and without interest, equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock subject to such option, by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option, less any applicable withholding taxes.