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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 | ||||||||
Prepaid Variable Forward Contract (right to sell) | (1) (2) | 12/15/2005 | J(1)(2) | 1 | (1)(2) | (1)(2) | Common Stock | 175,000 | (1) (2) | 0 (1) (2) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Jett Charles A JR 1200 CORPORATE DRIVE SUITE 200 BIRMINGHAM, AL 35242 |
X | Chief Executive Officer |
/s/ Pamela B. Fetterolf, Attorney-in-Fact for Charles A. Jett | 12/19/2005 | |
**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) | The reporting person entered into a prepaid variable forward contract with an unaffiliated counterparty on December 15, 2005. The counterparty paid the reporting person $2,386,529.52 at the time of execution of the contract. The "valuation date" under the contract is February 14, 2007, and it settles three business days after the valuation date. If on the valuation date, the closing price of a share of Emageon common stock (the "closing price") is: (a) less than or equal to $16.097, the reporting person will deliver to the counterparty 175,000 shares of Emageon common stock on the settlement date; (b) greater than $22.5358, the reporting person will deliver to the counterparty on the settlement date a number of shares equal to $2,816,975 divided by the closing price; or (continued in Footnote 2) |
(2) | (c) equal to or greater than $22.5358, the reporting person will deliver to the counterparty on the settlement date a number of shares equal to 175,000 multiplied by a fraction, the numerator of which is $16.097 plus the amount by which the closing price exceeds $22.5358, and the denominator of which is the closing price. The reporting person has the option to settle the contract in cash for an amount equal to the closing price multiplied by the number of shares the reporting person would otherwise be obligated to deliver in accordance with the preceding sentence. |