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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WPP plc 27 FARM STREET LONDON, X0 W1J 5RJ |
X | |||
WPP Luxembourg Gamma Three S.a.r.l. 124 BOULEVARD DE LA PETRUSSE LUXEMBOURG, N4 L-2330 |
X |
WPP plc, By: /s/ Paul W.G. Richardson, Group Finance Director | 05/11/2018 | |
**Signature of Reporting Person | Date | |
WPP Luxembourg Gamma Three S.a r. l., By: /s/ Anne Ehrismann, Manager | 05/11/2018 | |
**Signature of Reporting Person | Date | |
WPP Luxembourg Gamma Three S.a r. l., By: /s/ Thierry Lenders, Manager | 05/11/2018 | |
**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 300,000 shares of Common Stock of the Issuer (the "Shares") were acquired by WPP Luxembourg Gamma Three S.a r.l. ("Lux Gamma Three") from the Issuer on March 19, 2018. The Shares were issued pursuant to a Termination Letter (the "Termination Letter") dated as of February 23, 2018 between the Issuer and Grey Healthcare Group, LLC, an affiliate of Lux Gamma Three ("GHG"), as consideration for GHG's performance of its obligations pursuant to the Amended and Restated Co-Marketing Agreement dated as of September 24, 2015, between the Issuer and GHG, which was terminated by such Termination Letter. The price reported in column 4 is the price as of market close on March 16, 2018, the trading day preceding the acquisition. |
(2) | These shares are owned directly by Lux Gamma Three, which is a wholly-owned subsidiary of WPP plc that WPP plc owns indirectly through a series of intervening holding companies. WPP plc is an indirect beneficial owner of the reported securities. |