SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2018 | 3. Issuer Name and Ticker or Trading Symbol Nobilis Health Corp. [ HLTH ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 5,000 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Options (Right to Buy) | 07/06/2015(1) | 07/06/2025 | Common Stock | 150,000 | 6.29(2) | D | |
Stock Options (Right to Buy) | 09/22/2016(3) | 09/22/2025 | Common Stock | 150,000 | 4.57(4) | D | |
Stock Options (Right to Buy) | 03/31/2016(5) | 01/29/2026 | Common Stock | 150,000 | 1.97(6) | D | |
Stock Options (Right to Buy) | 03/31/2018(7) | 12/31/2027 | Common Stock | 50,000 | 1.4(8) | D | |
Stock Options (Right to Buy) | (9) | 09/13/2028 | Common Stock | 100,000 | 0.84(10) | D | |
Restricted Stock Units | 09/13/2021 | (11) | Common Stock | 48,000 | (12) | D |
Explanation of Responses: |
1. The options vested as to 50,000 on May 1, 2016, 50,000 on May 1, 2017 and 50,000 on May 1, 2018. |
2. Stock Options granted at C$7.94. Conversion rate at July 6, 2015 was 0.7920 [1.2626], based on the Bank of Canada noon rate. |
3. The options vested as to 50,000 on 9/22/2016, 50,000 on 9/22/2017 and 50,000 on 9/22/2018. |
4. Stock Options granted at C$6.07. Conversion rate at 9/22/2015 was 0.7531 [1.327] based on the Bank of Canada noon rate. |
5. Vest ratably on calendar quarterly basis beginning on 3/31/2016 until final vesting date of 12/31/18. |
6. Stock Options granted at C$2.78. Conversion rate at 1/29/2016 was .7102 [1.4080] based on the Bank of Canada noon rate. |
7. Vest ratably on a calendar quarter basis beginning on 3/31/18 until final vesting date of 12/31/2020. |
8. Stock Options granted at $1.40 calculated on a 5-day volume weighted average price (VWAP) for 5 business days - 12/22/17 and 12/26/17-12/29/17. |
9. Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on December 31, 2018 and ending on September 30, 2021. |
10. Stock options were granted at an exercise price of $0.84 per share (the average volume weighted average price (VWAP) for the five business day period ending on the business day prior to the date of grant). |
11. None. |
12. Each RSU represents the contingent right to receive either (i) one share of common stock upon vesting of the RSU or (ii) a cash payment in an amount equal to the U.S. dollar equivalent of the market price per unit on the vesting date. |
Remarks: |
Mr. Klein is the company's Interim Chief Financial Officer. |
/s/ Kenneth Joseph Klein | 10/04/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |