Initial Statement of Beneficial Ownership (3)
October 04 2018 - 4:19PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
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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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1. Name and Address of Reporting Person
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KLEIN KENNETH JOSEPH
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2018
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3. Issuer Name
and
Ticker or Trading Symbol
Nobilis Health Corp. [HLTH]
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(Last)
(First)
(Middle)
11700 KATY FREEWAY, SUITE 300
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
See Remarks /
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(Street)
HOUSTON, TX 77079
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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5000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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7/6/2015
(1)
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7/6/2025
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Common Stock
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150000
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$6.29
(2)
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D
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Stock Options (Right to Buy)
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9/22/2016
(3)
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9/22/2025
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Common Stock
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150000
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$4.57
(4)
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D
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Stock Options (Right to Buy)
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3/31/2016
(5)
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1/29/2026
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Common Stock
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150000
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$1.97
(6)
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D
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Stock Options (Right to Buy)
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3/31/2018
(7)
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12/31/2027
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Common Stock
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50000
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$1.40
(8)
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D
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Stock Options (Right to Buy)
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(9)
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9/13/2028
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Common Stock
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100000
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$0.84
(10)
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D
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Restricted Stock Units
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9/13/2021
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(11)
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Common Stock
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48000
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(12)
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D
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Explanation of Responses:
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(1)
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The options vested as to 50,000 on May 1, 2016, 50,000 on May 1, 2017 and 50,000 on May 1, 2018.
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(2)
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Stock Options granted at C$7.94. Conversion rate at July 6, 2015 was 0.7920 [1.2626], based on the Bank of Canada noon rate.
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(3)
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The options vested as to 50,000 on 9/22/2016, 50,000 on 9/22/2017 and 50,000 on 9/22/2018.
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(4)
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Stock Options granted at C$6.07. Conversion rate at 9/22/2015 was 0.7531 [1.327] based on the Bank of Canada noon rate.
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(5)
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Vest ratably on calendar quarterly basis beginning on 3/31/2016 until final vesting date of 12/31/18.
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(6)
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Stock Options granted at C$2.78. Conversion rate at 1/29/2016 was .7102 [1.4080] based on the Bank of Canada noon rate.
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(7)
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Vest ratably on a calendar quarter basis beginning on 3/31/18 until final vesting date of 12/31/2020.
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(8)
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Stock Options granted at $1.40 calculated on a 5-day volume weighted average price (VWAP) for 5 business days - 12/22/17 and 12/26/17-12/29/17.
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(9)
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Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on December 31, 2018 and ending on September 30, 2021.
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(10)
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Stock options were granted at an exercise price of $0.84 per share (the average volume weighted average price (VWAP) for the five business day period ending on the business day prior to the date of grant).
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(11)
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None.
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(12)
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Each RSU represents the contingent right to receive either (i) one share of common stock upon vesting of the RSU or (ii) a cash payment in an amount equal to the U.S. dollar equivalent of the market price per unit on the vesting date.
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Remarks:
Mr. Klein is the company's Interim Chief Financial Officer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KLEIN KENNETH JOSEPH
11700 KATY FREEWAY
SUITE 300
HOUSTON, TX 77079
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See Remarks
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Signatures
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/s/ Kenneth Joseph Klein
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10/4/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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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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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.
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