AMED Form 4: Director disposes 8,818 shares as UnitedHealth acquisition closes

Rhea-AI Filing Summary

Amedisys director Molly Joel Coye reported the disposition of all her Amedisys (AMED) common shares due to the closing of a merger on 08/14/2025. UnitedHealth Group completed its previously announced acquisition under the Merger Agreement dated 06/26/2023 (as modified by a 12/26/2024 waiver), causing each outstanding Amedisys share to convert into the right to receive $101 per share in cash. The Form 4 shows a disposition of 8,818 shares (including conversion of 1,690 time-based RSUs) and reports 0 shares beneficially owned by the reporting person following the transaction.

Positive

• Completion of merger with UnitedHealth Group delivered a fixed cash consideration of $101 per share to holders
• RSUs converted into the same per-share cash consideration, ensuring consistent treatment for equity compensation holders

Negative

• Reporting person holds 0 shares following the transaction, eliminating direct insider ownership in the public company
• Disposition was mandatory due to the merger, so any future upside in standalone AMED equity is no longer available to former shareholders

Insights

Corporate Governance Expert

TL;DR: Director ownership in AMED was eliminated by the merger; transaction is a routine closing event, not an individual trading decision.

The Form 4 documents a corporate-level liquidity event rather than a voluntary sale by the director. The Merger Agreement resulted in automatic conversion of equity into cash at a fixed per-share price, including outstanding RSUs which were treated as vested for payment purposes. Reporting zero shares post-transaction is consistent with the issuer becoming a wholly owned subsidiary and the payment of cash consideration.

M&A Specialist

TL;DR: Transaction reflects completion of the UnitedHealth-Amedisys merger with cash-out of holders at $101 per share.

The filing confirms the effective time disposition required by the merger terms: Merger Sub merged into Amedisys and each share converted into $101 cash, less withholding. The inclusion of 1,690 RSUs indicates equity compensation was cashed out under the same terms. This is a material corporate event for shareholders but aligns with the previously disclosed Merger Agreement.

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Coye Molly Joel

(Last) (First) (Middle)

3854 AMERICAN WAY, SUITE A

(Street)

BATON ROUGE LA 70816

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMEDISYS INC [ AMED ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		D		8,818(1)(2)	D	(1)(2)	0	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 August 14, 2025, UnitedHealth Group Incorporated ("UnitedHealth Group") acquired Amedisys, Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of June 26, 2023 (as modified by the waiver, dated December 26, 2024, the "Merger Agreement") by and among the Issuer, UnitedHealth Group and Aurora Holdings Merger Sub Inc., a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of UnitedHealth Group. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Issuer (other than certain excluded shares) automatically converted into the right to receive $101 per share in cash (the "Per Share Merger Consideration"), without interest and less any applicable withholding tax.

2. Includes 1,690 time-based Restricted Stock Units ("RSUs") of the Issuer that were outstanding at the Effective Time that were cancelled and converted into the right to receive the Per Share Merger Consideration for each such outstanding RSU as of the Effective Time.

Remarks:

	Jennifer Guckert Griffin, pursuant to a power of attorney	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What happened to Amedisys (AMED) shares held by director Molly Joel Coye?

Per the Form 4, all 8,818 shares (including 1,690 RSUs) were disposed of at the Effective Time of the merger on 08/14/2025, leaving 0 shares beneficially owned.

How much cash did AMED shareholders receive in the merger?

Each issued and outstanding Amedisys common share converted into the right to receive $101 per share in cash, less any applicable withholding tax.

Was the disposition a voluntary sale by the reporting person?

No. The Form 4 states the dispositions resulted from the Merger in which Merger Sub merged with and into the issuer, triggering automatic conversion into cash under the Merger Agreement.

Did the merger include outstanding RSUs?

Yes. The filing explicitly includes 1,690 time-based RSUs that were cancelled and converted into the per-share cash consideration at the Effective Time.

When was the merger agreement originally signed?

The Merger Agreement is dated 06/26/2023 and was modified by a waiver dated 12/26/2024, per the Form 4 explanation.