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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 8,818 | $0.00 | -- |
Footnotes (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. 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.
