SEC FORM 4 SEC Form 4
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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Langan Thomas

(Last) (First) (Middle)
222 MERCHANDISE MART PLAZA

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Veradigm Inc. [ MDRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President and CCO
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/01/2023 A(1) 10,304 A $0.00 151,518(2) D
Common Stock 04/01/2023 F(3) 3,307 D $13.05 148,211 D
Common Stock 04/01/2023 F(4) 8,955 D $13.05 139,256 D
Common Stock 04/01/2023 F(4) 2,544 D $13.05 136,712 D
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 (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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. On April 1, 2021 (the "Grant Date"), the reporting person was granted performance-based restricted stock units ("PSUs"), the vesting of which was subject to both continued service and a performance measure of a combination of 50% 2021 Veradigm Revenue and 50% 2021 Veradigm Operating Profit targets being attained for each of the three annual periods commencing on the Grant Date. The acquisition of shares of the Issuer's common stock represents the vesting of PSUs for the performance period ending three years from the Grant Date.
2. The beneficial ownership number includes 1,302 shares obtained through the reporting person's involvement in the Company's Employee Stock Purchase Plan.
3. Withholding shares solely to cover withholding tax liabilities in connection with the vesting of performance stock units on April 1, 2023.
4. Withholding shares solely to cover withholding tax liabilities in connection with the vesting of restricted stock units on April 1, 2023.
Remarks:
Holly Teague by power of attorney for Thomas Langan 04/03/2023
** Signature of Reporting Person Date
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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