SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Moreno Brandon

(Last) (First) (Middle)
11700 KATY FREEWAY SUITE 300

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/17/2019
3. Issuer Name and Ticker or Trading Symbol
Nobilis Health Corp. [ HLTH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 21,798 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) 05/11/2015(1) 11/11/2024 Common Stock 53,333 1.19(2) D
Stock Options (Right to Buy) 03/31/2016(3) 01/29/2026 Common Stock 25,000 1.98(4) D
Stock Options (Right to Buy) 03/31/2017(5) 12/21/2026 Common Stock 50,000 1.92(6) D
Stock Options (Right to Buy) 03/31/2018(7) 12/31/2027 Common Stock 75,000 1.4(8) D
Stock Options (Right to Buy) 09/30/2018(9) 09/14/2028 Common Stock 100,000 0.84(10) D
Stock Options (Right to Buy) (11) 01/17/2029 Common Stock 150,000 0.46(12) D
Restricted Stock Units 09/13/2021 (13) Common Stock 20,000 (14) D
Explanation of Responses:
1. The options vested as to 26,667 on May 11, 2015, 26,667 on May 11, 2016, and 26,666 on May 11, 2017. 26,667 of the options were exercised on August 17, 2015.
2. The options were granted at C$1.34 per share. Conversion rate on November 11, 2014 was 0.8854 [1.1294], based on the Federal Reserve Historical Rates for the Canadian Dollar.
3. Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on March 31, 2016, and ending on December 31, 2018.
4. The options were granted at C$2.78 per share. Conversion rate on January 29, 2016 was 0.7105 [1.4074], based on the Federal Reserve Historical Rates for the Canadian Dollar.
5. Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on March 31, 2017 and ending on December 31, 2019.
6. Stock options were granted at an exercise price of $1.92 per share (the average volume weighted average price (VWAP)for the five business day period ending on the business day prior to the date of grant).
7. Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on March 31, 2018 and ending on December 31, 2020.
8. Stock options granted at $1.40 calculated on a five day weighted average price (VWAP)for five business days - 12/22/2017 and 12/26/2017 - 12/29/2017.
9. Stock options vest in twelve equal quarterly installments, on the last date of each calendar quarter, beginning on September 30, 2018 and ending on June 30, 2021.
10. Stock options were granted at an exercise price of $0.84 per share (the average volume weighted average price (VWAP) for the five business day period ending on the business day prior to the date of grant).
11. Stock options vest as to 50,000 on January 17, 2020, 50,000 on January 17, 2021, and 50,000 on January 17, 2022.
12. Stock options were granted at an exercise price of $0.46 per share (the average volume weighted average price (VWAP) for the five business day period ending on the business day prior to the date of grant).
13. None.
14. Each RSU represents the contingent right to receive either (i) one share of common stock upon vesting of the RSU or (ii) a cash payment in an amount equal to the U.S. Dollar equivalent of the market price per unit on the vesting date.
/s/ Brandon Moreno 01/22/2019
** 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 5 (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).
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