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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Limited Liability Company Interests and Class B common stock | (1) (2) (3) | 08/11/2009 | A | 284,441 | (1)(2)(3) | (1)(2)(3) | Class A Common Stock | 284,441 | (1) (2) (3) | 284,441 | D | ||||
| Employees Stock Option (right to buy) | $ 15.5 | 08/11/2009 | A | 885,938 | (4) | 08/11/2019 | Class A Common Stock | 885,938 | $ 0 | 885,938 | D | ||||
| Employees Stock Option (right to buy) | $ 15.5 | 08/11/2009 | A | 55,000 | (5) | 08/11/2019 | Class A Common Stock | 55,000 | $ 0 | 55,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BAHL TRACY L C/O EMDEON INC. 3055 LEBANON PIKE, SUITE 1000 NASHVILLE, TN 37214 |
X | Exec.Chairman, Director | ||
| /s/ Tracy L. Bahl | 08/13/2009 | |
| **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) | Immediately prior to the closing of the initial public offering of the issuer's Class A common stock (the "IPO"), the reporting person held indirectly profit interests in EBS Master LLC ("EBS Master") that were issued under EBS Master's Amended and Restated Executive Equity Incentive Plan (the "Plan"). Pursuant to reorganization transactions completed by the issuer and its subsidiaries in connection with its initial public offering and in accordance with the terms of the Plan, the issuer as managing member of EBS Master caused the reporting person's profits interests to be converted into 12,977 vested units of EBS Master (the "EBS Units") and 271,464 unvested EBS Units on August 11, 2009. In addition, on August 11, 2009, the reporting person subscribed for 284,441 shares of the issuer's Class B common stock. |
| (2) | 64,886 of the unvested EBS Units will vest in quarterly installments as follows: 1,622.15 will vest on November 8, 2009 and at the end of each quarter thereafter until February 8, 2012; 1,622.15 will vest on November 8, 2009 and at the end of each quarter thereafter until February 8, 2013; and 1,622.15 will vest on May 8, 2010 and at the end of each quarter thereafter until February 8, 2014. 206,578 of the unvested EBS Units are subject to a combination of time and performance vesting based on continued service through April 1, 2013 and company performance in fiscal years 2011 and 2012. |
| (3) | In accordance with the terms of EBS Master's operating agreement, each vested EBS Unit (along with a corresponding share of the issuer's Class B common stock) is exchangeable at any time for one share of the issuer's Class A common stock, or at the election of EBS Master, cash equal to the fair market value of the EBS Unit. The EBS Units do not expire and the reporting person is not required to pay an exercise price in connection with exchanges. The Class B common stock provides the holder with one vote on all matters submitted to a vote of the issuer's stockholders but does not entitle the holder to any of the economic rights associated with shares of the issuer's Class A common stock. |
| (4) | Represents employee stock options granted by the issuer to the reporting person in connection with the IPO. The options will vest annually in equal installments over a three year period from the date of grant. |
| (5) | Represents employee stock options granted by the issuer to the reporting person in connection with the IPO. 242,526 of the options vest annually in equal installments over a three year period from the date of grant, and 643,422 of the options are subject to a combination of time and performance vesting based on continued service through the third anniversary of the date of grant and company performance in fiscal years 2011 and 2012. |