Sec Form 4/A Filing - Freeman Robert Thomas @ Alignment Healthcare, Inc. - 2021-03-25

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FORM 4/A
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
Freeman Robert Thomas
2. Issuer Name and Ticker or Trading Symbol
Alignment Healthcare, Inc. [ ALHC]
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)
C/O ALIGNMENT HEALTHCARE, INC., 1100 W. TOWN & COUNTRY ROAD, SUITE 1600
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2021
(Street)
ORANGE, CA92868
4. If Amendment, Date Original Filed (MM/DD/YY)
04/08/2021
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, par value $0.001 per share ("Common Stock") 03/25/2021 A( 1 )( 2 ) 57,090 A $ 0 223,347 D
Common Stock 03/25/2021 A( 3 ) 60,569 A $ 0 283,916 D
Common Stock 04/06/2021 S( 4 ) 38,919 D $ 16.83 840,218 I See footnote ( 5 )
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) $ 18 03/25/2021 A( 6 ) 762,270 ( 7 ) 03/25/2031 Common Stock 762,720 $ 0 762,720 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Freeman Robert Thomas
C/O ALIGNMENT HEALTHCARE, INC.
1100 W. TOWN & COUNTRY ROAD, SUITE 1600
ORANGE, CA92868
Chief Financial Officer
Signatures
/s/ Richard A. Cross, as Attorney-in-Fact, for Robert Thomas Freeman 05/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 38,060 shares of Common Stock of Alignment Healthcare, Inc. (the "Company") and 19,030 restricted shares of Common Stock of the Company that will vest upon a change of control of the Company or otherwise (A) if received in exchange for pre-IPO (as defined below) transaction-based stock appreciation rights, on the later of (x) the four-year anniversary of the initial vesting date, or (y) 50% on the first anniversary of Company's initial public offering (the "IPO") and 50% on the second anniversary of the IPO, in each case, subject to Ms. Freeman's continued employment or service on each such vesting date and (B) if received in exchange for pre-IPO service-based stock appreciation rights, and (Continued in Footnote 2)
( 2 )(Continued From Footnote 1) (B) if received in exchange for pre-IPO service-based stock appreciation rights, according to the pre-IPO vesting schedule applicable to Mr. Freeman disclosed in the "Executive Compensation - Outstanding Equity Awards at Fiscal Year End" section of the Company's registration statement on Form S-1. The securities covered by such transaction were previously included on Mr. Freeman's Form 3.
( 3 )Represents 60,569 restricted stock units, each restricted stock unit representing the right to receive one share of Common Stock of the Company, that will vest 25% on the first four anniversaries of the initial vesting date. The securities covered by such transaction were previously included on Mr. Freeman's Form 3.
( 4 )Represents 38,919 shares of Common Stock sold pursuant to the partial exercise by the underwriters of their over-allotment option after the closing of the Company's initial public offering, at a price of $16.83 (net of underwriting discount).
( 5 )Represents securities held by FCO Holdings LLC, a limited liability company owned by FCO Holdings Trust One, an irrevocable trust of which Mr. Freeman is an indirect beneficiary.
( 6 )Represents 762,720 options to purchase Common Stock of the Company at the initial public offering price. The securities covered by such transaction were previously included on Mr. Freeman's Form 3.
( 7 )Vest 25% on the first four anniversaries of the initial vesting date.

Remarks:
This Form 4 amends and restates in its entirety the Form 4 filed by Mr. Freeman on April 8, 2021. The purpose of this Form 4 is to correct the form of ownership of 45,427 restricted stock units and 572,040 stock options which were inadvertently reported as being held indirectly in the original Form 4. Such restricted stock units and stock options are held directly by Mr. Freeman. This amendment does not affect Mr. Freeman's aggregate beneficial ownership of non-derivative and derivative securities of the Company.

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).
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