Sec Form 4 Filing - GRIFFIN BRIAN T @ Diplomat Pharmacy, Inc. - 2020-02-04

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
GRIFFIN BRIAN T
2. Issuer Name and Ticker or Trading Symbol
Diplomat Pharmacy, Inc. [ DPLO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
4100 S. SAGINAW STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/04/2020
(Street)
FLINT, MI48507
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 02/04/2020 A 583,580 ( 1 ) A $ 0 815,308 I BY grantor retained annuity trust ( 2 )
Common Stock 02/04/2020 A 613,372 ( 3 ) A $ 0 1,428,680 I By grantor retained annuity trust ( 2 )
Common Stock 11,238 ( 4 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRIFFIN BRIAN T
4100 S. SAGINAW STREET
FLINT, MI48507
X Chairman and CEO
Signatures
/s/ Christina Flint, by Power of Attorney 02/06/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 4, 2018, reporting person was granted restricted stock units that were subject to the Issuer's satisfaction of certain financial performance criteria. On February 4, 2020 (the "determination date"), the performance criteria was met with respect to 583,580 restricted stock units all of which vested upon the determination date.
( 2 )These shares are held by the Brian T. Griffin 2019 Grantor Retained Annuity Trust No. II.
( 3 )On June 4, 2019, reporting person was granted restricted stock units that were subject to the Issuer's satisfaction of certain financial performance criteria. On February 4, 2020 (the "determination date"), the performance criteria was met with respect to 613,372 restricted stock units. One-third of the restricted stock units vested upon the determination date, and the remaining two-thirds will vest in two equal installments on each anniversary of the determination date, subject to continued employment.
( 4 )Represents shares received upon the vesting of a portion of an inducement award of stock granted to the reporting person in connection with his appointment as CEO and Chairman, granted on June 4, 2018.

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