Statement of Changes in Beneficial Ownership (4)
August 25 2020 - 3:15PM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
*
Southwell Gavin |
2. Issuer Name and Ticker or Trading Symbol
Benefytt Technologies, Inc.
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BFYT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O BENEFYTT TECHNOLOGIES, INC., 3450 BUSCHWOOD PARK DR., SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/21/2020 |
(Street)
TAMPA, FL 33618
(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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Class A Common Stock | 8/21/2020 (1) | | U(2) | | 544633 | D | $31.00 | 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 |
Stock Appreciation Rights | $6.10 | 8/21/2020 (1) | | D | | | 20000 | (3) | 4/26/2023 | Class A Common Stock | 20000 | (4) | 0 | D | |
Stock Appreciation Rights | $5.96 | 8/21/2020 (1) | | D | | | 33333 | (3) | 9/6/2023 | Class A Common Stock | 33333 | (4) | 0 | D | |
Stock Appreciation Rights | $10.30 | 8/21/2020 (1) | | D | | | 100000 | (3) | 11/15/2023 | Class A Common Stock | 100000 | (4) | 0 | D | |
Explanation of Responses: |
(1) | On August 21, 2020, Daylight Beta Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Daylight Beta Parent Corp., a Delaware corporation ("Parent"), successfully completed the tender offer ("Tender Offer") for all issued and outstanding shares of the common stock of Benefytt Technologies, Inc., a Delaware corporation (the "Issuer"), pursuant to that certain Agreement and Plan of Merger dated July 12, 2020 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the Tender Offer, on August 21, 2020, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned and indirect subsidiary of Parent (the "Merger"). |
(2) | Represents shares tendered to the Purchaser in connection with the Tender Offer. |
(3) | These stock-settled stock appreciation rights were granted under the Issuer's Long Term Incentive Plan and became vested in full immediately prior to the Merger. |
(4) | In accordance with the terms of the Merger Agreement, these stock-settled stock appreciation rights held by the reporting person were deemed to be fully vested and cancelled and converted as of immediately prior to the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of: (i) the aggregate number of shares of the Issuer's Common Stock underlying these stock-settled stock appreciation rights, multiplied by (ii) the excess of $31.00 over the per share exercise price of such stock-settled stock appreciation rights, less any taxes required to be withheld. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Southwell Gavin C/O BENEFYTT TECHNOLOGIES, INC. 3450 BUSCHWOOD PARK DR., SUITE 200 TAMPA, FL 33618 | X |
| President and CEO |
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Signatures
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/s/ Gavin Southwell | | 8/21/2020 |
**Signature of Reporting Person | Date |
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