Form 4: Amedisys Officer's Holdings Convert Post-Merger
Merger-Related Ownership Change
Amedisys Chief Legal Officer Jennifer G. Griffin's equity holdings converted to cash and UnitedHealth Group securities following the acquisition.
Summary
- Amedisys, Inc. was acquired by UnitedHealth Group Incorporated on August 14, 2025, through a merger with Aurora Holdings Merger Sub Inc., a wholly owned subsidiary of UnitedHealth Group.
- Each outstanding share of Amedisys common stock was automatically converted into the right to receive $101 per share in cash, without interest and less any applicable withholding tax.
- Jennifer G. Griffin, Chief Legal Officer of Amedisys, converted 10,700 shares, 9,132 shares, and 341 shares from her 401(k) plan into cash as a result of the merger.
- Outstanding Amedisys restricted stock units (RSUs) were automatically converted into UnitedHealth Group RSUs, calculated using an 'Equity Award Exchange Ratio', and continue to be subject to their original terms and conditions.
- Fully vested Amedisys stock options were automatically converted into options to purchase UnitedHealth Group common stock, with the number of shares and exercise price adjusted by the 'Equity Award Exchange Ratio', retaining their original terms and conditions.
Sentiment
Score: 7
Explanation: The filing indicates the successful completion of a previously announced merger, providing a clear cash exit for shareholders and converting equity awards into the acquirer's stock, which is a positive and expected outcome for the reporting person and former shareholders.
Positives
- Shareholders received a definitive cash consideration of $101 per share for their common stock, providing a clear liquidity event.
- Restricted stock units and stock options were converted into UnitedHealth Group equivalents, preserving the value of equity awards and aligning incentives with the new parent company.
- The successful completion of the merger provides a definitive outcome for Amedisys shareholders and employees.
Negatives
- Amedisys, Inc. common stock is no longer publicly traded, as the company became a wholly-owned subsidiary of UnitedHealth Group.
- The reporting person ceased direct beneficial ownership in Amedisys common stock and derivative securities.
Future Outlook
NA
Industry Context
The acquisition of Amedisys by UnitedHealth Group signifies further consolidation within the healthcare services sector, particularly in home health and hospice care. This trend reflects larger healthcare providers seeking to expand their continuum of care offerings and achieve greater scale and efficiency in a competitive market.
Comparison to Industry Standards
- The acquisition price of $101 per share for Amedisys common stock can be compared to other recent acquisitions in the home health and hospice sector, such as CVS Health's acquisition of Signify Health for approximately $8 billion (or $30.50 per share) in 2023, or Humana's acquisition of Kindred at Home's hospice and home health businesses for $2.8 billion in 2021.
- The conversion of equity awards into the acquirer's securities is a standard practice in mergers, aiming to retain key personnel and align their incentives with the new parent company, similar to how equity was handled in the CVS-Signify or Humana-Kindred deals.
Stakeholder Impact
- Shareholders: Received $101 per share in cash for their common stock, providing a liquidity event.
- Employees (with equity awards): Their Amedisys RSUs and stock options were converted into UnitedHealth Group equivalents, maintaining their equity interest in the combined entity.
Key Dates
| Date | Description |
|---|---|
| 2023-06-26 | Date of the original Agreement and Plan of Merger between Amedisys, UnitedHealth Group, and Aurora Holdings Merger Sub Inc. |
| 2024-12-26 | Date of the waiver modifying the Merger Agreement. |
| 2025-08-14 | Effective time of the Merger, when UnitedHealth Group acquired Amedisys, and the date of the reported transactions. |
| 2028-07-25 | Expiration date for certain converted stock options (original Amedisys options with $95.76 exercise price). |
| 2029-07-25 | Expiration date for certain converted stock options (original Amedisys options with $132.41 exercise price). |
| 2030-07-25 | Expiration date for certain converted stock options (original Amedisys options with $214.74 exercise price). |
| 2031-07-25 | Expiration date for certain converted stock options (original Amedisys options with $264 exercise price). |
Keywords
Amedisys, UnitedHealth Group, Merger, Acquisition, Form 4, SEC Filing, Stock Conversion, Equity Awards, Jennifer G. Griffin, AMED, UNH
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