Cross Country Healthcare (CCRN) director shares converted to cash in merger
Rhea-AI Filing Summary
Dwayne Allen, a director of Cross Country Healthcare, reported a disposition to the issuer of 31,289 shares of common stock at $13.25 per share. The transaction occurred at the Effective Time of a merger in which Cross Country Healthcare became a wholly owned subsidiary of KL Criss Cross Intermediate, LLC, and left Allen with 0 shares of common stock. Under the merger terms, each outstanding share and restricted stock award was automatically converted into the right to receive cash based on the same $13.25 per-share Merger Consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 31,289 shares
Net Sell
1 txn
Insider
Allen Dwayne
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock F1, F2 | 31,289 | $13.25 | $415K |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 6, 2026, by and among Cross Country Healthcare, Inc., a Delaware corporation (the "Issuer"), KL Criss Cross Intermediate, LLC, a Delaware limited liability company ("Parent"), and KL Criss Cross Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent, (continued in footnote 2)
- F2. at the effective time of the Merger (the "Effective Time"), each (i) share of Issuer common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive $13.25 in cash (the "Merger Consideration") and (ii) each restricted stock award with respect to shares of Common Stock outstanding immediately prior to the Effective Time was fully vested, cancelled and converted into the right to receive an amount in cash equal to the number of shares of Common Stock subject to such award immediately prior to the Effective Time multiplied by the Merger Consideration.
Key Figures
Shares disposed: 31,289 shares
Merger Consideration price: $13.25 per share
Post-transaction holdings: 0 shares
3 metrics
Shares disposed
31,289 shares
Common stock disposed to issuer in merger-related transaction
Merger Consideration price
$13.25 per share
Cash consideration for each share of common stock at the Effective Time
Post-transaction holdings
0 shares
Common stock directly held by Dwayne Allen after the disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, Effective Time, restricted stock award
4 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 6, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"was automatically converted into the right to receive $13.25 in cash (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Effective Time regulatory
"at the effective time of the Merger (the "Effective Time"), each (i) share of Issuer common stock"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
restricted stock award financial
"each restricted stock award with respect to shares of Common Stock outstanding immediately prior to the Effective Time"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Cross Country Healthcare (CCRN) director Dwayne Allen report?
Dwayne Allen reported a disposition of 31,289 shares of Cross Country Healthcare common stock at $13.25 per share. The shares were automatically converted to cash as part of a merger that made Cross Country Healthcare a wholly owned subsidiary of KL Criss Cross Intermediate, LLC.
Was Dwayne Allen’s Cross Country Healthcare (CCRN) transaction an open-market sale?
No. The Form 4 describes a disposition to the issuer tied to a merger, not an open-market sale. Each outstanding share was automatically converted into the right to receive $13.25 in cash at the merger’s Effective Time under the Merger Agreement.
How were restricted stock awards of Cross Country Healthcare (CCRN) treated in the merger?
At the merger’s Effective Time, each restricted stock award became fully vested, was cancelled, and converted into the right to receive cash. The cash amount equaled the number of shares subject to the award multiplied by the $13.25 per-share Merger Consideration for Cross Country Healthcare.