SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kreger James

(Last)

(First)

(Middle)

3717 MANOR BROOK CT. NE

(Street)

ATLANTA

30319

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CRH Medical Corp [ CRHM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares⁽¹⁾	04/22/2021		D		76,088	D	$4	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽²⁾	04/22/2021		D			12,500	⁽³⁾	⁽⁴⁾	Common Shares	12,500	⁽³⁾	0	D
Restricted Share Units	⁽²⁾	04/22/2021		D			20,000	⁽³⁾	12/28/2020	Common Shares	20,000	$4	0	D
Restricted Share Units	⁽²⁾	04/22/2021		D			34,000	⁽³⁾	⁽⁵⁾	Common Shares	34,000	⁽³⁾	0	D
Restricted Share Units	⁽²⁾	04/22/2021		D			250,000	⁽³⁾	07/11/2026	Common Shares	250,000	$4	0	D
Restricted Share Units	⁽²⁾	04/22/2021		D			50,000	⁽³⁾	⁽⁶⁾	Common Shares	50,000	⁽³⁾	0	D
Restricted Share Units	⁽²⁾	04/22/2021		D			30,000	⁽³⁾	⁽⁷⁾	Common Shares	30,000	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the Arrangement Agreement, dated as of February 6, 2021 (as amended, the "Arrangement Agreement"), by and among CRH Medical Corporation ("CRH"), WELL Health Technologies Corp. ("WELL"), WELL Health Acquisition Corp., a wholly owned subsidiary of WELL, and 1286392 B.C. Ltd, a wholly owned subsidiary of WELL, at 4:30 p.m. Eastern Time (the "Effective Time") on April 22, 2021 each common share of CRH (each, a "CRH share") issued and outstanding immediately before the Effective Time was transferred to a subsidiary of WELL, and the holders thereof became entitled to receive US$4.00 in cash, without interest and less any applicable withholding taxes (the "Share Consideration"), for each CRH share then held.

2. Each CRH RSU represented a contingent right to receive one CRH share.

3. All options to acquire CRH shares ("CRH options") and share units with respect to CRH shares ("CRH RSUs") outstanding immediately prior to the Effective Time were exchanged for either a cash payment equal to Share Consideration (less the applicable exercise price in respect of CRH options) or replacement options or restricted stock units with respect to WELL common shares, in accordance with the terms of the Arrangement Agreement and the plan of arrangement subject to the same vesting schedule as applied to the CRH RSUs.

4. By their terms, the CRH RSUs were scheduled to vest 50% on the second year anniversary of the grant date of December 7, 2017, 25% on the third year anniversary and the final 25% on the expiration date of December 7, 2021.

5. By their terms, the CRH RSUs were scheduled to vest 25% on each of the first four annual anniversaries of the grant date of December 14, 2020.

6. By their terms, the CRH RSUs were scheduled to vest 50% on the second annual anniversary of the grant date of June 30, 2019 and then 25% on each of the third and fourth anniversaries of the grant date.

7. By their terms, the CRH RSUs were scheduled to vest 50% on the second year anniversary of the grant date of December 23, 2019, 25% on the third year anniversary of the grant date and the final 25% on the expiration date of December 23, 2029.

Remarks:

	/s/ Richard Bear, Attorney-in-fact for James Kreger	04/27/2021
	** 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 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).
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