Salentine Thomas J Jr's Form 4 filing
Guardian Pharmacy Services, Inc.GRDN · filed Oct 1, 2024
- Accession no.
- 0000950170-24-110997
- Filed
- Oct 1, 2024
- Trade date
- Sep 27, 2024
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 1 derivative transaction. Open-market purchases total $500.0K. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Salentine Thomas J JrCIK 0002037899 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 27, 2024 | Class A Common Stock | PPurchaseAcquired | +35,714 | $14.00 | +$499,996 | 35,714 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 27, 2024 | Class A Common Stock | AGrant or awardAcquired | +24,400,702 | –F2 | – | 24,400,702 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F2
Represents shares of Class B common stock issued pursuant to the Agreement and Plan of Merger, dated as of September 27, 2024 (the "Merger Agreement"), by and among Guardian Pharmacy Services, Inc. (the "Issuer"), Guardian Merger Corp., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Guardian Pharmacy, LLC, providing for the merger of Merger Sub with and into Guardian Pharmacy, LLC. As a result of the merger and pursuant to the Merger Agreement, each issued and outstanding common unit of Guardian Pharmacy, LLC (other than common units held by Guardian Investor, Inc.) was converted into one share of Class B common stock and the right to receive $1.02 in cash. The shares of Class B common stock issued will automatically convert into shares of Class A common stock on a one-for-one basis in four equal tranches on each of March 28, 2025, September 27, 2025, March 28, 2026 and September 27, 2026.
Referenced by the price of 1 transaction in Table II.