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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Option to buy | $ 12.32 | 08/24/2010 | A | 540,000 | 08/24/2010(2) | 05/14/2016 | Common Stock | 540,000 | (3) | 540,000 | D | ||||
| Performance Stock Units (4) | $ 0 | 08/24/2010 | A | 30,000 (5) | (4) | 03/15/2013 | Common Stock | 30,000 (5) | (6) | 30,000 (5) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PEAD PHILIP M 222 MERCHANDISE MART PLAZA SUITE 2024 CHICAGO, IL 60654 |
X | Chr of the Bod & Mem sen Mana | ||
| /s/ Kathie Kittner by power of attorney for Philip M. Pead | 08/26/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Received pursuant to the Agreement and Plan of Merger, dated as of June 9, 2010, among Allscripts-Misys Healthcare Solutions, Inc. (which has changed its name to Allscripts Healthcare Solutions, Inc.) ("Allscripts"), Arsenal Merger Corp. and Eclipsys Corporation (the "Merger Agreement") in exchange for 136,179 shares held directly, and 21,884 Deferred Stock Units of Eclipsys Corporation. On the effective date of the merger, the closing price of Allscripts Healthcare Solutions, Inc. common stock was $17.47 per share. |
| (2) | As of the effective time of the merger, the options were fully vested pursuant to the terms of Mr. Pead's employment agreement. |
| (3) | Received pursuant to the Merger Agreement in exchange for a stock option to acquire 450,000 shares of Eclipsys Corporation common stock for $14.78 per share. |
| (4) | Each Performance Stock Unit ("PSU") represents a contingent right to receive a number of shares of Allscripts common stock ranging from zero to 2.7, depending upon Eclipsys' total shareholder return ("TSR") compared to the TSRs of a group of pre-selected companies in the healthcare technology and software industries over a performance period commencing on March 15, 2010 ending on August 24, 2010, the effective date of the merger. |
| (5) | Assumes Eclipsys' TSR was at the 50th percentile of the comparison group. Actual payout for PSUs can range from 0% to 270% of the amount shown depending upon relative TSRs for the performance period. |
| (6) | Received pursuant to the Merger Agreement in exchange for an identical number of performance share units payable in Eclipsys Corporation common stock. |