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Sec Form 4 Filing - Thorpe Allen R @ MultiPlan Corp - 2020-10-08

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Thorpe Allen R
2. Issuer Name and Ticker or Trading Symbol
MultiPlan Corp [ MPLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
415 MISSION STREET, SUITE 5700
3. Date of Earliest Transaction (MM/DD/YY)
10/08/2020
(Street)
SAN FRANCISCO, CA94105
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
Class A common stock 10/08/2020 A( 1 ) 112,593,413 A 112,593,413 I See Footnotes ( 2 ) ( 8 )
Class A common stock 10/08/2020 A( 1 ) 50,532,114 A 50,532,114 I See Footnotes ( 3 ) ( 8 )
Class A common stock 10/08/2020 A( 1 ) 9,549,505 A 9,549,505 I See Footnotes ( 4 ) ( 8 )
Class A common stock 10/08/2020 A( 1 ) 2,953,631 A 2,953,631 I See Footnotes ( 5 ) ( 8 )
Class A common stock 10/08/2020 A( 1 ) 496,709 A 496,709 I See Footnotes ( 6 ) ( 8 )
Class A common stock 10/08/2020 A( 1 ) 37,677,074 A 37,677,074 I See Footnotes ( 7 ) ( 8 )
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
Thorpe Allen R
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA94105
X
Signatures
ALLEN R. THORPE: /s/ Allen R. Thorpe 10/13/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares of Class A common stock of the Issuer ("Common Stock") received pursuant to an Agreement and Plan of Merger, dated July 12, 2020 (the "Merger Agreement"), by and among the Issuer (formerly known as Churchill Capital Corp III), Polaris Parent Corp. ("MultiPlan Parent"), Polaris Investment Holdings, L.P., Music Merger Sub I, Inc. and Music Merger Sub II LLC, pursuant to which Music Merger Sub I, Inc. merged with MultiPlan Parent, with MultiPlan Parent surviving, and MultiPlan Parent merged with and into Music Merger Sub II LLC, with Music Merger Sub II LLC surviving the merger as a wholly owned subsidiary of the Issuer (which changed its name to MultiPlan Corporation). Pursuant to the Merger Agreement, former stockholders of MultiPlan Parent received their pro rata portion of the merger consideration, which was equal to $5,678,000,000, paid in a combination of $1,521,000,000 cash with the remainder paid in shares of Common Stock in an amount equal to $10.00 per share.
( 2 )Reflects securities directly held by Hellman & Friedman Capital Partners VIII, L.P. ("HFCP VIII").
( 3 )Reflects securities directly held by Hellman & Friedman Capital Partners VIII (Parallel), L.P. ("HFCP VIII Parallel").
( 4 )Reflects securities directly held by HFCP VIII (Parallel-A), L.P. ("HFCP VIII Parallel-A").
( 5 )Reflects securities directly held by H&F Executives VIII, L.P. ("H&F VIII Executives").
( 6 )Reflects securities directly held by H&F Associates VIII, L.P. ("H&F VIII Associates", and together with HFCP VIII, HFCP VIII Parallel, HFCP VIII Parallel-A and H&F VIII Executives, the "H&F VIII Funds").
( 7 )Reflects securities directly held by H&F Polaris Partners, L.P. ("Polaris Partners"), the general partner of which is H&F Polaris Partners GP, LLC, the managing member of which is HFCP VIII.
( 8 )Hellman & Friedman Investors VIII, L.P. ("H&F Investors VIII") is the general partner of each of the H&F VIII Funds. H&F Corporate Investors VIII, Ltd. ("H&F VIII") is the general partner of H&F Investors VIII. A three member board of directors of H&F VIII has investment discretion over the shares held by the H&F VIII Funds and Polaris Partners. Allen R. Thorpe, a member of the board of directors ofMultiPlan Corporation is a member of the board of directors of H&F VIII.

Remarks:
The Reporting Person states that this filing shall not be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein, and the Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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