SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 31, 2017
Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of
||(Commission File Number)
13034 Ballantyne Corporate Place
Charlotte, NC 28277
(Address of Principal Executive Offices) (Zip Code)
(Registrants Telephone Number, Including Area Code)
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, pursuant to the Exchange Agreement, entered into as of September 25, 2013 and effective as of October 1,
2013 by and among Premier, Inc. (the Company), Premier Healthcare Alliance, LP (f/k/a Premier Purchasing Partners, L.P.) (Premier LP) and its limited partners (the Exchange Agreement), commencing on
October 31, 2014, and during each year thereafter, each limited partner will generally have the cumulative right to exchange, on a quarterly basis, a portion of its Premier LP Class B common units (Class B Units) for
shares of the Companys Class A common stock (Class A Stock), cash or a combination of both, the form of consideration to be at the discretion of the audit and compliance committee of the Companys board of directors (the
Audit Committee). For each Class B Unit that is exchanged pursuant to the Exchange Agreement, the limited partner will also surrender one corresponding share of the Companys Class B common stock (Class B
Stock), which will automatically be retired.
In connection with the July 31, 2017 quarterly exchange date, the Audit Committee
determined to settle all exchanged Class B Units for shares of the Companys Class A Stock.
On July 31, 2017, in
connection with the twelfth quarterly exchange date under the Exchange Agreement, 1,231,410 Class B Units were exchanged for a like number of newly issued shares of Class A Stock. In addition, 1,231,410 shares of the Companys
Class B Stock were retired and are no longer outstanding. No additional consideration was paid in connection with the exchange. The shares of Class A Stock were issued in reliance on the exemption provided by Section 4(a)(2) of
the Securities Act of 1933, as amended, on the basis that no public offering was made.
For additional information regarding the Exchange
Agreement, see Note 2Initial Public Offering and ReorganizationReorganizationExchange Agreement to the consolidated financial statements contained in the Companys Annual Report on Form 10-K for the fiscal
year ended June 30, 2016, filed with the Securities Exchange Commission on August 26, 2016. A copy of the Exchange Agreement is filed as Exhibit 10.2 to the Companys Form 8-K filed with the SEC on October 7, 2013.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
||/s/ Susan D. DeVore|
Name: Susan D. DeVore
Title: President and Chief Executive Officer
Date: July 31, 2017