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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Leonard Thomas J

(Last)

(First)

(Middle)

C/O AGILITI, INC.

11095 VIKING DRIVE, SUITE 300

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AGILITI, INC. \DE [ AGTI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2024

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 Stock, $0.0001 par value	05/07/2024		D		1,190,558	D	⁽¹⁾	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)
Options (Right to Buy)⁽²⁾	$2.13	05/07/2024		D			496,041	01/04/2019	11/04/2024	Common Stock, $0.0001 par value	496,041	⁽²⁾	0	D
Options (Right to Buy)⁽²⁾	$6.27	05/07/2024		D			746,021	⁽³⁾	03/06/2029	Common Stock, $0.0001 par value	746,021	⁽²⁾	0	D
Options (Right to Buy)⁽²⁾	$6.27	05/07/2024		D			331,565	⁽⁴⁾	03/06/2029	Common Stock, $0.0001 par value	331,565	⁽²⁾	0	D
Options (Right to Buy)⁽²⁾	$8.25	05/07/2024		D			303,030	⁽⁵⁾	03/06/2030	Common Stock, $0.0001 par value	303,030	⁽²⁾	0	D
Options (Right to Buy)⁽²⁾	$14	05/07/2024		D			258,929	⁽⁶⁾	04/22/2031	Common Stock, $0.0001 par value	258,929	⁽²⁾	0	D
Options (Right to Buy)⁽²⁾	$18.45	05/07/2024		D			228,455	⁽⁷⁾	03/03/2032	Common Stock, $0.0001 par value	228,455	⁽²⁾	0	D
Performance Restricted Stock Units	⁽⁸⁾	05/07/2024		D			76,152	⁽⁹⁾	⁽⁹⁾	Common Stock, $0.0001 par value	76,152	⁽⁸⁾	0	D
Restricted Stock Units	⁽¹⁰⁾	05/07/2024		D			770,417	⁽¹¹⁾	⁽¹¹⁾	Common Stock, $0.0001 par value	770,417	⁽¹⁰⁾	0	D

Explanation of Responses:

1. On May 7, 2024 (the "Closing Date"), Agiliti, Inc. (the "Company"), completed its merger (the "Merger") with Apex Intermediate Holdco, Inc., ("Parent"), and Apex Merger Sub, Inc., and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms and conditions of the Merger Agreement and Plan of Merger, dated as of February 26, 2024, by and among the Company, Parent and Merger Sub (the "Merger Agreement") at the Effective Time (as defined in the Merger Agreement), each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive $10.00 per share in cash, without interest, except for 122,045 shares of Company common stock that were designated as Rollover Shares (as defined in the Merger Agreement), which were converted into the right to receive an equity interest in Parent (or its direct or indirect holding company) pursuant to the Merger Agreement.

2. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding and unexercised options to purchase shares of Common Stock (an "Option"), whether vested or unvested, were terminated and cancelled (i) with no payment to the reporting person where the Option had an exercise price equal to or greater than the $10.00 and (ii) for the right to receive a lump sum cash payment, without interest thereon and subject to applicable withholding taxes, equal to (A) the number of shares of Common Stock underlying the Option immediately prior to the Effective Time, multiplied by (B) an amount equal to the amount that $10.00 exceeded the applicable exercise price of the Option where the Option had an exercise price less than $10.00.

3. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 6, 2019. These options vested ratably on an annual basis over a four-year period.

4. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 6, 2019. These options vested ratably on an annual basis over a three-year period.

5. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 6, 2020. These options vested ratably on an annual basis over a three-year period.

6. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on April 22, 2021. The first two tranches of these options vested ratably on an annual basis and vesting of the remaining tranche was accelerated in connection Mr. Leonard's CEO transition in March 2023.

7. These options were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan on March 3, 2022. The first tranche of these options vested ratably on an annual basis and vesting of the remaining two tranches were accelerated in connection Mr. Leonard's CEO transition in March 2023.

8. The performance restricted stock units ("PRSUs") were granted under Agiliti, Inc.'s 2018 Omnibus Incentive Plan to the reporting person on March 3, 2022. The PRSUs cliff vest three years following the date of grant and settle in shares of common stock based upon the Company's financial performance results and contingent upon the reporting person's continued employment with the Company through the vesting period.

9. Pursuant to the terms and conditions of the Merger Agreement, the PRSUs held by the reporting person will remain generally subject to the same terms and conditions (including with respect to time and performance based vesting conditions and settlement terms) as those that applied immediately prior to the Effective Time and will be settled in shares of Common Stock or other equity interests in the Company or one of its affiliates.

10. The restricted share units ("RSUs") were granted under the Agiliti, Inc. Amended and Restated 2018 Omnibus Incentive Plan on October 1, 2023 and vest ratably in 15 monthly installments on the last day of each calendar month beginning on October 31, 2023 and ending on December 31, 2024, subject to the reporting person remaining in continuous employment with the Company on each vesting date.

11. The reporting person agreed to roll over certain vested and unvested RSUs (the "Rollover RSUs") at the Effective Time. In accordance with the Merger Agreement, the Rollover RSUs will be exchanged for restricted stock units subject to the same terms and conditions that applied to the corresponding RSU prior to the Closing and which shall, upon vesting, be settled in shares of the Company or a newly formed parent entity of the Company or Parent.

	/s/ Lee M. Neumann, by power of attorney	05/07/2024
	** 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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Leonard Thomas J returned 1,190,558 shares to the company, closing all direct ownership in the company (SEC Form 4)