Inovalon Holdings (INOV) executive Kelly returned to the company 118,907 shares at $41.00

Insider transactions reported

Eron Kelly (executive at Inovalon Holdings, Inc., INOV) reported that they returned to the company 118,907 shares at $41.00 on Nov 24, 2021. After these transactions the filing shows 0 shares held directly.

Reporting person

Kelly Eron

Holdings before and after

• Class A Common Stock: 118,907 to 0 direct

Footnotes from the filing

1. 1. 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 will merge with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
2. 2. Pursuant to the terms of the Merger Agreement, immediately prior to the Merger effective time, (a) 30% of each award of unvested restricted shares of Common Stock (each ( Unvested Share ) was cancelled, terminated, and converted into the right to receive an amount in cash, without interest equal to (i) the equivalent number of shares of Company Common Stock underlying those Unvested Shares (ii) multiplied by the merger consideration in footnote 3, less any applicable withholding Taxes; and (b) 70% of each remaining award of Unvested Shares was converted into a cash-based retention award, in an amount equal to (i) the equivalent to number of shares of Company Common Stock underlying those Unvested Shares (ii) multiplied by the merger consideration in footnote 3, which cash-based retention award remains subject to the same vesting schedule that applied immediately prior to the Merger effective time, including any performance-based vesting criteria and other vesting requirements.
3. 3. 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.

Transaction codes in this filing

Sale back to the company:

Code D marks a disposition back to the company under an exempt plan, as opposed to a sale in the market.

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