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).

1. Name and Address of Reporting Person^*

Fairbanks Timothy

(Last)

(First)

(Middle)

C/O CONVEY HEALTH SOLUTIONS

100 SE THIRD AVENUE, 26TH FLOOR

(Street)

FORT LAUDERDALE

33394

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Convey Health Solutions Holdings, Inc. [ CNVY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer & EVP

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2022

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, par value $0.01 per share⁽¹⁾⁽²⁾⁽³⁾	10/07/2022		D		53,287	D	$10.5⁽³⁾	2,131⁽¹⁾	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)
Stock Option (right to buy)⁽⁴⁾⁽⁵⁾	$7.94	10/07/2022		D			191,066	⁽⁵⁾	03/02/2030	Common Stock, par value $0.01 per share	191,066	⁽⁴⁾	0	D
Stock Option (right to buy)⁽⁴⁾⁽⁵⁾	$6.76⁽⁶⁾	10/07/2022		D			354,838	⁽⁵⁾	03/02/2030	Common Stock, par value $0.01 per share	354,838	⁽⁴⁾	0	D
Restricted Stock Units⁽⁷⁾	⁽⁸⁾	10/07/2022		D			219,711	⁽⁸⁾	⁽⁸⁾	Common Stock, par value $0.01 per share	219,711	⁽⁷⁾	0	D

Explanation of Responses:

1. On October 7, 2022 (the "Closing Date"), Convey Health Solutions Holdings, Inc. (the "Company") completed the transaction pursuant to which Commodore Merger Sub 2022, Inc. ("Merger Sub") merged with and into the Company (the "Merger") with the Company surviving the Merger (the "Surviving Corporation"). Subject to the terms and conditions of the Agreement and Plan of Merger, dated as of June 20, 2022, by and among Commodore Parent 2022, LLC, Merger Sub and the Company (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 and designated as Rollover Shares (as defined in the Merger Agreement) was automatically converted into 0.01 shares of common stock of the Surviving Corporation (the "Surviving Corporation Shares").

2. In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the "NYSE") on October 6, 2022 of the anticipated closing of the Merger on the Closing Date and that trading of the shares of Company common stock should be suspended and listing of the Company common stock on the NYSE should be removed prior to the opening of business on the Closing Date. On October 6, 2022, the closing price of a share of Company common stock was $10.51 per share.

3. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's shares of Company common stock issued and outstanding immediately prior to the Effective Time and not designated as Rollover Shares was converted into the right to receive $10.50 per share in cash, without interest.

4. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's options to acquire Company common stock, whether vested or unvested, remained outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable plan and award agreement, except that: (i) each such option is exercisable for that number Surviving Corporation Shares equal to the product of (A) the number of shares of Company common stock subject to the option immediately before the Effective Time multiplied by (B) 0.01; and (ii) the per share exercise price for each Surviving Corporation Share issuable upon exercise of such option is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of such option immediately before the Effective Time by (B) 0.01.

5. The options, together representing a right to purchase 545,904 shares, consist of (i) 272,952 time-vesting options and (ii) 272,952 performance-vesting options. Time-vesting options are subject to a five-year time-based vesting schedule, with 20% vesting on September 4, 2020 and the remainder vesting in 16 equal installments every three months thereafter. Performance-vesting options vest over a five-year performance period commencing in 2019, with 20% of the stock options eligible to vest each year of the performance period based on achievement of certain financial metrics.

6. Exercise price reflects a reduction of $1.18 per award from original exercise price of $7.94 as part of a special dividend as previously disclosed in the Company's proxy statement for its 2022 annual meeting of stockholders.

7. Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each of the reporting person's outstanding Company restricted stock units ("RSUs") remained outstanding and continue to be subject to the same terms and conditions as immediately prior to the Effective Time, as set forth in the applicable plan and award agreement, except that each such RSU will settle in a number of Surviving Corporation Shares equal to the number of shares subject to the award immediately before the Effective Time multiplied by 0.01.

8. Represents 219,711 RSUs. RSUs are subject to a four year time-based vesting schedule with 25% vesting on March 28, 2023, and the remainder vesting in 12 equal installments every three months thereafter, subject to Mr. Fairbanks' continued service through the applicable vesting date. Prior to the Effective Time, each RSU represented a contingent right to receive one share of Company common stock and settled in common stock.

	/s/ Giovanni Castellanos, attorney-in-fact for Timothy Fairbanks	10/12/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4: Fairbanks Timothy returned $559,514 worth of shares to the company (53,287 units at $10.50), decreasing direct ownership by 96% to 2,131 units