Sec Form 4 Filing - Bear Richard @ CRH Medical Corp - 2021-04-22

Insider filing report for Changes in Beneficial Ownership
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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
Bear Richard
2. Issuer Name and Ticker or Trading Symbol
CRH Medical Corp [ CRHM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
9062 NE 37TH PLACE
3. Date of Earliest Transaction (MM/DD/YY)
04/22/2021
(Street)
BELLEVUE, WA98004
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 Shares ( 1 ) 04/22/2021 D 368,000 D $ 4 0 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
Stock Option (Right to Buy) $ 0.56 04/22/2021 D 350,000 ( 2 ) 01/24/2024 Common Shares 350,000 $ 3.44 0 D
Restricted Share Units ( 3 ) 04/22/2021 D 550,000 ( 2 ) 12/08/2026 Common Shares 550,000 $ 4 0 D
Restricted Share Units ( 3 ) 04/22/2021 D 75,000 ( 2 ) ( 4 ) Common Shares 75,000 ( 2 ) 0 D
Restricted Share Units ( 3 ) 04/22/2021 D 30,000 ( 2 ) 12/08/2021 Common Shares 30,000 $ 4 0 D
Restricted Share Units ( 3 ) 04/22/2021 D 56,000 ( 2 ) ( 5 ) Common Shares 56,000 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bear Richard
9062 NE 37TH PLACE
BELLEVUE, WA98004
Chief Financial Officer
Signatures
/s/ Richard Bear 04/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Arrangement Agreement, dated as of February 6, 2021 (as amended, the "Arrangement Agreement"), by and among CRH Medical Corporation ("CRH"), WELL Health Technologies Corp. ("WELL"), WELL Health Acquisition Corp., a wholly owned subsidiary of WELL, and 1286392 B.C. Ltd, a wholly owned subsidiary of WELL, at 4:30 p.m. Eastern Time (the "Effective Time") on April 22, 2021 each common share of CRH (each, a "CRH share") issued and outstanding immediately before the Effective Time was transferred to a subsidiary of WELL, and the holders thereof became entitled to receive US$4.00 in cash, without interest and less any applicable withholding taxes (the "Share Consideration"), for each CRH share then held.
( 2 )All options to acquire CRH shares ("CRH options") and share units with respect to CRH shares ("CRH RSUs") outstanding immediately prior to the Effective Time were exchanged for either a cash payment equal to Share Consideration (less the applicable exercise price in respect of CRH options) or replacement options or restricted stock units with respect to WELL common shares, in accordance with the terms of the Arrangement Agreement and the plan of arrangement subject to the same vesting schedule as applied to the CRH RSUs.
( 3 )Each CRH RSU represented a contingent right to receive one CRH share.
( 4 )By their terms, the CRH RSUs were scheduled to vest in equal installments on each of the first four anniversaries of the grant date of December 23, 2019.
( 5 )By their terms, the CRH RSUs were scheduled to vest in equal installments on each of the first four anniversaries of the grant date of December 14, 2020.

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