Steven J. Baileys Reports Zero SSY Holdings Following 08/14/2025 Merger

Rhea-AI Filing Summary

Steven J. Baileys, a reporting person for SunLink Health Systems, Inc. (SSY), reported multiple dispositions on 08/14/2025 that reduced his beneficial ownership in SunLink to 0 shares. The Form 4 shows sales/dispositions of 832,844 common shares in aggregate (551,244 + 50,000 + 50,000 + 180,000 + 1,600), and the filing notes these changes occurred at the effective time of a merger between SunLink and Regional Health Properties, Inc., under which SunLink shares were converted into Regional common stock and a Series D preferred share right per the merger terms. Several director stock options (5,000; 12,000; 10,000) were recorded as disposed/terminated in the merger, leaving 0 underlying shares held after the transactions.

Positive

• None.

Negative

• Reporting person reduced beneficial ownership to zero for SunLink common stock after the merger exchange, indicating no remaining direct or indirect holdings.
• Director stock options were terminated in the merger, with three option grants (5,000; 12,000; 10,000) recorded as disposed, leaving 0 underlying shares.

Insights

Financial Analyst

TL;DR: Insider reported full disposition of SunLink common shares and termination of certain director options as part of a merger exchange.

The Form 4 documents material disposals by the reporting person on 08/14/2025 that reduced direct and indirect holdings in SunLink to zero. The filing explains the mechanism: at the merger Effective Time each five SunLink shares converted into 1.1330 Regional common shares plus one Series D preferred right. The reported disposals and option terminations are consistent with a corporate combination that altered equity holdings rather than open-market trades. This is a routine post-merger ownership reconciliation rather than an operational disclosure about SunLink's business metrics.

Corporate Governance Expert

TL;DR: Report reflects governance-level ownership changes due to a merger, including option termination and trust-held shares.

The filing clarifies that dispositions include direct, trustee-held and spouse/IRA holdings, and that certain director stock options were terminated per merger terms. The explicit mention of indirect holdings

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^*

BAILEYS STEVEN J

(Last) (First) (Middle)

30691 HUNT CLUB DRIVE

(Street)

SAN JUAN CAPISTRANO CA 92675

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNLINK HEALTH SYSTEMS INC [ SSY ]

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

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

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		551,244	D	(1)	0	D
Common Stock	08/14/2025		D		50,000	D	(1)	0	I	As Trustee, Baileys Grandchildren's Trust FBO Jeremy Baileys
Common Stock	08/14/2025		D		50,000	D	(1)	0	I	As Trustee, Baileys Grandchildren's Trust FBO Alison Brooke Baileys
Common Stock	08/14/2025		D		180,000	D	(1)	0	I	By IRA
Common Stock	08/14/2025		D		1,600	D	(1)	0	I	By Spouse

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
Director Stock Option	$1.79	08/14/2025		D			5,000	09/10/2015	09/10/2025	Common Stock	5,000	$0	0(2)	D
Director Stock Option	$1.21	08/14/2025		D			12,000	09/12/2016	09/12/2026	Common Stock	12,000	$0	0(2)	D
Director Stock Option	$1.38	08/14/2025		D			10,000	09/09/2019	09/09/2029	Common Stock	10,000	$0	0(2)	D

Explanation of Responses:

1. At the effective time of the merger (the "Effective Time") between SunLink Health Systems, Inc. ("SunLink") and Regional Health Properties, Inc. ("Regional"), each five shares of Common Stock, no par value per share, of SunLink held by the Reporting Person prior to the Effective Time were converted into the right to receive (i) 1.1330 shares of Common Stock, no par value per share, of Regional, and (ii) one share of Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares, no par value per share, of Regional.

2. This option was terminated in the merger.

	M. Timothy Elder, 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 did Steven J. Baileys report on Form 4 for SSY?

The Form 4 reports dispositions on 08/14/2025 that reduced his beneficial ownership of SunLink common stock to 0 shares, and termination/disposition of director options.

Why were the SunLink shares disposed according to the filing?

The filing explains the changes occurred at the merger Effective Time when each five SunLink shares converted into 1.1330 Regional common shares plus one Series D preferred right, causing the reported dispositions/adjustments.

How many common shares were reported disposed by the reporting person?

Aggregate disposals listed include 551,244, 50,000, 50,000, 180,000, and 1,600 share transactions on 08/14/2025, resulting in 0 shares held after the transactions.

Were any derivative securities affected in this Form 4?

Yes. Three director stock options 27,000 options were recorded as disposed/terminated, with 0 underlying shares remaining.

Does the Form 4 show indirect holdings?

Yes. The filing lists indirect holdings as trustee of Baileys Grandchildren's Trust (FBO Jeremy and FBO Alison Brooke), by IRA, and by spouse, all reported as disposed to 0 following the merger.