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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| FORM 4 |
| 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
| ( 1 )Reflects a purchase by Oak Hill Advisors Entities (as defined below) pursuant to a subscription agreement with MultiPlan Corporation (formerly known as Churchill Capital Corp. III) (the "Issuer") of (x) 2,525,000 shares of the Class A common stock of the Issuer ("Common Stock") for an aggregate purchase price of $25,000,000, or approximately $9.90 per share, and (y) 125,000 warrants (the "Warrants") to purchase an aggregate of 125,000 shares of the Common Stock (calculated as 1/20th of a Warrant received for each share of Common Stock purchased pursuant to the subscription agreement).|
( 2 )Reflects securities held by client accounts (each, an "Oak Hill Advisors Entity") advised and/or managed by Oak Hill Advisors, L.P. and/or its affiliates. As an advisor or manager to the Oak Hill Advisors Entities, Oak Hill Advisors, L.P. may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Class A common stock owned by such entities.
( 3 )Oak Hill Advisors, L.P. and its affiliates are managed or otherwise controlled directly or indirectly by Glenn R. August, who is the Founder, Senior Partner and Chief Executive Officer of Oak Hill Advisors, L.P. The interests beneficially owned by the Oak Hill Advisors Entities may be deemed to be beneficially owned by Mr. August, Oak Hill Advisors, L.P. and/or its affiliates. Mr. August, Oak Hill Advisors, L.P. and/or its affiliates disclaim beneficial ownership of shares of our Class A common stock beyond their respective pecuniary interest in the Oak Hill Advisors Entities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended.
( 4 )Reflects a purchase by Oak Hill Advisors Entities of an aggregate principal amount of $500,000,000 of the Issuer's 6.00% / 7.00% Convertible Senior PIK Toggle Notes (the "Convertible Notes"). The Convertible Notes bear interest at a fixed annual rate equal to, at the Issuer's election, 6.00% for cash and 7.00% for in-kind interest. Interest will be paid semi-annually in arrears on April 15th and October 15th.
( 5 )The initial conversion rate on the Convertible Notes is 76.9231 shares of Common Stock (the "Conversion Rate") per $1,000 principal amount of Convertible Notes, equivalent to an initial conversion price of $13.00 per share of Common Stock. The Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events and anti-dilution adjustments.
( 6 )The Convertible Notes mature on October 15, 2027, subject to earlier redemption or conversion in accordance with their terms.
( 7 )Upon conversion, the Issuer may elect to settle its conversion obligation in cash, shares of Common Stock or a combination thereof. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes assuming no accrued in-kind interest and settlement of the conversion obligation by the Issuer solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial Conversion Rate, and cash in lieu of fractional shares of Common Stock.
|* 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).|