03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:31
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
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 Underlying Securities (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 of Derivative Security: 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 | ||||||||
| Common Units of Medline Holdings, LP | (5) | 12/16/2025 | A(1) | 495,680 | (5) | (5) | Class A Common Stock | 495,680 | (1) | 495,680 | I | See Footnote(5) | |||
| Common Units of Medline Holdings, LP | (5) | 12/16/2025 | A(1) | 30,655 | (5) | (5) | Class A Common Stock | 30,655 | (1) | 30,655 | I | See Footnote(3)(5) | |||
| Incentive Units of Medline Holdings, LP | $15.42(6)(7) | 12/16/2025 | A(1) | 1,129,447 | (6)(7)(8) | (6)(7)(8) | Class A Common Stock | 1,129,447 | (1) | 1,129,447 | I | See Footnote(6)(7) | |||
| Incentive Units of Medline Holdings, LP | $15.23(6)(7) | 12/16/2025 | A(1) | 170,204 | (6)(7)(9) | (6)(7)(9) | Class A Common Stock | 170,204 | (1) | 170,204 | I | See Footnote(6)(7) | |||
| Incentive Units of Medline Holdings, LP | $19.01(6)(7) | 12/16/2025 | A(1) | 91,078 | (6)(7)(10) | (6)(7)(10) | Class A Common Stock | 91,078 | (1) | 91,078 | I | See Footnote(6)(7) | |||
| Incentive Units of Medline Holdings, LP | $27.68(6)(7) | 12/16/2025 | A(1) | 97,531 | (6)(7)(11) | (6)(7)(11) | Class A Common Stock | 97,531 | (1) | 97,531 | I | See Footnote(6)(7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Abrams William J C/O MEDLINE INC. 3 LAKES DRIVE NORTHFIELD, IL 60093 |
See Remarks | |||
| /s/ Nicole Fritz, Attorney-in-Fact | 03/06/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | These securities were acquired in connection with the reclassification of the interests of Medline Holdings, LP prior to the Issuer's initial public offering (as more fully described in the Registration Statement on Form S-1). These securities were previously reported on the Reporting Person's Form 3 filed on December 17, 2025. |
| (2) | Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each common unit of Medline Holdings, LP ("Common Units") held. Upon an exchange of Common Units for shares of the Issuer's Class A common stock ("Class A Common Stock"), an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled. |
| (3) | These securities are held by a trust, of which the Reporting Person serves as a trustee. |
| (4) | Represents a grant of restricted stock units ("RSUs"), of which 25% vest on June 15, 2026 and the remaining 75% vest in three equal annual installments beginning on March 1, 2027. |
| (5) | Pursuant to the terms of an exchange agreement, dated as of December 16, 2025 (the "Exchange Agreement"), holders have the right to exchange their Common Units for shares of the Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire. Such Common Units are held indirectly through Medline Management Aggregator LLC. |
| (6) | Reflect incentive units of Medline Holdings, LP ("Incentive Units"), which are "profit interests" having economic characteristics similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into a number of Common Units generally equal to (a) the product of the number of vested Incentive Units to be converted with a given per unit participation threshold and then-current difference between the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock) and the per unit participation threshold of such vested Incentive Units divided by (b) the per unit value of a Common Unit at the time of the conversion (based on the public trading price of a share of Class A Common Stock), subject to certain adjustments. |
| (7) | (Continued from Footnote 6 above) Common Units are exchangeable on a one-for-one basis for shares of Class A Common Stock pursuant to the terms of the Exchange Agreement. These Incentive Units have no expiration date. Such Incentive Units are held indirectly through Medline Management Aggregator LLC. |
| (8) | 80% of these Incentive Units have vested, and the remaining 20% vest on October 21, 2026. |
| (9) | 40% of these Incentive Units have vested, and the remaining 60% vest in three equal annual installments beginning on April 1, 2026. |
| (10) | 20% of these Incentive Units have vested, and the remaining 80% vest in four equal annual installments beginning on March 29, 2026. |
| (11) | These Incentive Units vest in five equal annual installments beginning on March 28, 2026. |
|
Remarks: Title: Executive Vice President, Supply Chain Solutions |
|