| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RadNet, Inc. [ RDNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (1) | 02/28/2023 | A | 2,227(2) | (3)(4) | (3)(4) | Common Stock | 2,227 | $0 | 2,227 | D | ||||
| Employee Stock Option (right to buy) | $29.44 | 02/28/2023 | A | 4,854(5) | (6) | 01/03/2032 | Common Stock | 4,854 | $0 | 4,854 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit ("RSU") represents a contingent right, upon vesting of the RSU, to receive one share of RDNT common stock and/or the cash equivalent of such share. |
| 2. Amount reported is net of 214 restricted stock units transferred pursuant to a domestic relations order. |
| 3. On January 4, 2022, the reporting person was granted a target number of 4,882 RSUs, subject to a domestic relations order, that vest upon (i) the achievement of certain performance criteria by the Issuer for fiscal year 2022, and (ii) satisfaction of time-based vesting conditions requiring the reporting person's continued service. As a result of the Issuer's performance for fiscal year 2022, 50% of the target number of RSUs vested as to the performance-based vesting requirements and, subject to the reporting person's continued service, such performance vested RSUs will vest as to the time-based vesting requirements in two equal annual installments on January 4, 2024 and January 4, 2025, respectively. |
| 4. The performance vesting conditions for the RSUs and the stock option were the same. RDNT shares (and/or cash) will be delivered to the reporting person in exchange for vested RSUs on the earlier of (i) the reporting person's separation from service, (ii) the reporting person's death or disability, (iii) a change in control of the Issuer, or (iv) in annual installment payments over five years beginning on January 10, 2028. |
| 5. Amount reported is net of 465 option shares transferred pursuant to a domestic relations order. |
| 6. On January 4, 2022, the reporting person was granted a stock option to purchase 21,275 shares of Issuer common stock, subject to a domestic relations order. The option vests upon (i) the achievement of certain performance criteria by the Issuer for fiscal year 2022, and (ii) satisfaction of time-based vesting conditions requiring the reporting person's continued service. As a result of the Issuer's performance for fiscal year 2022, 25% of the shares subject to the option vested as to the performance-based vesting requirements and, subject to the reporting person's continued service, such performance vested option shares will vest as to the time-based vesting requirements in three equal annual installments on January 4, 2024, January 4, 2025, and January 4, 2026, respectively. The performance vesting conditions for the RSUs and the stock option were the same. |
| /s/ Jose Gamez, Attorney-in-Fact | 03/02/2023 | |
| ** 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. | ||
| 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 Number. | ||