11/12/2024 | Press release | Distributed by Public on 11/12/2024 15:36
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lam Thomas S. C/O ASTRANA HEALTH, INC. 1668 S. GARFIELD AVENUE, 2ND FLOOR ALHAMBRA, CA 91801 |
X |
/s/ Kathy Diep, as Attorney-in-Fact | 11/12/2024 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | These securities are beneficially owned by Allied Physicians of California, a Professional Medical Corporation, of which the Reporting Person is a director, officer and shareholder. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(2) | Restricted shares of the Issuer's common stock granted pursuant to the Issuer's 2024 Equity Incentive Plan. Provided the Reporting Person is still employed with the Issuer on the date of vesting, the shares of restricted stock shall vest in four equal annual installments beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Issuer's board of directors. |
(3) | Restricted shares of the Issuer's common stock granted pursuant to the Issuer's 2024 Equity Incentive Plan. Provided the Reporting Person is still employed with the Issuer on the date of vesting, and subject to the achievement of a pre-established performance goal, the shares of restricted stock shall, based on the date the performance goal is achieved, vest either (i) in four equal annual installments, beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Issuer's board of directors or (ii) three annual installments of 50%, 25% and 25%, respectively, beginning on a date during the first quarter of 2026 to be determined by the compensation committee. |
(4) | Includes 130,000 shares of restricted stock, which will vest as follows (in each case subject to continuous employment with the Issuer): (i) 43,333 shares, which will vest in four equal annual installments beginning in the first quarter of 2025; and (ii) grants of 30,000 shares, 30,000 shares and 26,667 shares, each of which will vest upon achievement of certain pre-established performance goals. |