Statement of Changes in Beneficial Ownership (4)
2020年2月11日 - 6:17AM
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
*
Hagerman Philip R |
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)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
4100 S. SAGINAW ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2020 |
(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) | | 1280099 | D | $4.00 | 0 | I | Philip R. Hagerman Revocable Trust (3) |
Common Stock | 2/10/2020 | | U(1) | | 3391609 | D | $4.00 | 0 | I | 2007 Hagerman Family GST (4) |
Common Stock | 2/10/2020 | | U(1) | | 3600091 | D | $4.00 | 0 | I | The JH GST Trust (3) |
Common Stock | 2/10/2020 | | U(1) | | 1475876 | D | $4.00 | 0 | I | 2013 Irrev. Exempt Trust for Daughter (4) |
Common Stock | 2/10/2020 | | U(1) | | 1475876 | D | $4.00 | 0 | I | 2013 Irrev. Exempt Trust for Son (4) |
Common Stock | 2/10/2020 | | U(1) | | 1075293 | D | $4.00 | 0 | I | 2013 Irrev. Exempt Trust for Daughter (3) |
Common Stock | 2/10/2020 | | U(1) | | 1311292 | D | $4.00 | 0 | I | 2013 Irrev. Exempt Trust for Daughter (3) |
Common Stock | 2/10/2020 | | U(1) | | 313337 | D | $4.00 | 0 | I | 2014 Irrev. Exempt Trust for Son (4) |
Common Stock | 2/10/2020 | | U(1) | | 313337 | D | $4.00 | 0 | I | 2014 Irrev. Exempt Trust for Daughter (4) |
Common Stock | 2/10/2020 | | U(1) | | 313337 | D | $4.00 | 0 | I | 2014 Irrev. Exempt Trust for Daughter (3) |
Common Stock | 2/10/2020 | | U(1) | | 313337 | D | $4.00 | 0 | I | 2014 Irrev. Exempt Trust for Daughter (3) |
Common Stock | 2/10/2020 | | U(1) | | 367528 | D | $4.00 | 0 | I | Jocelyn Hagerman Living Trust (4) |
Common Stock | 2/10/2020 | | U(1) | | 263500 | D | $4.00 | 0 | I | JH Marital Trust (3) |
Common Stock | 2/10/2020 | | U(1) | | 272000 | D | $4.00 | 0 | I | PH Marital Trust (4) |
Common Stock | 2/10/2020 | | U(1) | | 394910 | D | $4.00 | 0 | I | Irrevocable Trust for Son |
Common Stock | 2/10/2020 | | U(1) | | 394910 | D | $4.00 | 0 | I | Irrevocable Trust for Daughter |
Common Stock | 2/10/2020 | | U(1) | | 367256 | D | $4.00 | 0 | I | Irrevocable Non-Exempt Trust for Son |
Common Stock | 2/10/2020 | | U(1) | | 367256 | D | $4.00 | 0 | I | Irrevocable Non-Exempt Trust for Daughter |
Common Stock | 2/10/2020 | | U(1) | | 2612 | D | $4.00 | 33259 | D | |
Common Stock | 2/10/2020 | | D(2) | | 33259 | D | $4.00 | 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 |
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) | 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"), each outstanding restricted stock award held by reporting person was disposed of pursuant to the closing on February 10, 2020 of the merger of Purchaser with and into the Issuer. |
(3) | These shares are indirectly owned by Mr. Hagerman as the trustee of the Philip R. Hagerman Revocable Trust, The JH GST Trust, the 2013 Irrevocable Exempt Trusts and 2014 Irrevocable Exempt Trusts for two daughters, and the JH Marital Trust. |
(4) | Jocelyn Hagerman is Mr. Hagerman's wife. These shares are indirectly owned by her, with Mr. Hagerman acting as the trustee of the 2007 Hagerman Family GST Trust, the 2013 Irrevocable Exempt Trusts and 2014 Irrevocable Exempt Trusts for a son and daughter, and the Jocelyn Hagerman Living Trust. Mrs. Hagerman is the co-trustee with Mr. Hagerman of the PH Marital Trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hagerman Philip R 4100 S. SAGINAW ST. FLINT, MI 48507 | X | X |
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Signatures
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/s/ Christina Flint, by Power of Attorney | | 2/10/2020 |
**Signature of Reporting Person | Date |
Diplomat Pharmacy (NYSE:DPLO)
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