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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 | ||||||||
Prepaid Variable Forward Contract (right to sell) | (1) (2) (3) (4) | 02/19/2007 | J(1)(2)(3)(4) | 175,000 | (1)(2)(3)(4) | (1)(2)(3)(4) | Common Stock | 175,000 | (1) (2) (3) (4) | 615,225 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Jett Charles A JR 1200 CORPORATE DRIVE SUITE 200 BIRMINGHAM, AL 35242 |
X | Chief Executive Officer |
Charles A. Jett, Jr. | 02/19/2007 | |
**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) | 1. On February 19, 2007, the reporting person settled his obligation to deliver shares of common stock of Emageon Inc. ("Emageon"), or an equivalent amount of cash (if elected by him), pursuant to a previously reported prepaid variable forward contract (the "Contract") entered into on December 15, 2005 with an unaffiliated third party buyer ("Buyer"). |
(2) | 2. The Contract obligated the reporting person to deliver to Buyer either a number of shares of Emageon common stock (up to a maximum of 175,000 shares) determined based upon the closing price for Emageon common stock on February 14, 2007 (the "Valuation Date"), or an equivalent amount of cash (if elected by him), with such delivery to occur three business days following the Valuation Date (the "Settlement Date"). In exchange for assuming this obligation, the reporting person received a cash payment from Buyer of $2,386,259.52. The Contract provided that the number of shares of Emageon common stock (or the equivalent amount of cash) deliverable by the reporting person on the Settlement Date would be determined on the basis of the closing price for Emageon common stock on the Valuation Date (such price, the "Final Price"), as described in footnote (3) below. |
(3) | 3. (a) If on the Valuation Date the Final Price was less than or equal to $16.097, the reporting person would deliver 175,000 shares of Emageon common stock (or the equivalent amount of cash) to Buyer on the Settlement Date; (b) If on the Valuation Date the Final Price was greater than $16.097, but less than $22.5358, the reporting person would deliver a number of shares of Emageon common stock (or the equivalent amount of cash) to Buyer on the Settlement Date equal to 175,000 multiplied by a fraction, the numerator of which is $16.097 and the denominator of which is the Final Price; and (c) If on the Valuation Date the Final Price was equal to or greater than $22.5358, the reporting person would deliver a number of shares (or the equivalent amount of cash) to Buyer on the Settlement Date equal to 175,000 multiplied by a fraction, the numerator of which is $16.097 plus the amount by which the closing price exceeds $22.5385, and the denominator of which is the Final Price. |
(4) | 4. On the Valuation Date, the Final Price was $10.98. In accordance with the foregoing, the reporting person settled his obligation by delivering to Buyer 175,000 shares of Emageon common stock on February 19, 2007. |