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Virginia
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1-9810
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54-1701843
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(State or other jurisdiction
of incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.)
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9120 Lockwood Blvd., Mechanicsville, Virginia
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23116
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(Address of principal executive offices)
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(Zip Code)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit No.
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Description
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10.1
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10.2
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OWENS & MINOR, INC.
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March 1, 2019
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By:
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/s/ Nicholas J. Pace
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Name:
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Nicholas J. Pace
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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(i)
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Participant shall not be entitled to receive the certificate or certificates evidencing the Restricted Stock;
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(ii)
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Shares of Restricted Stock may not be sold, transferred, assigned, pledged, conveyed, hypothecated or otherwise disposed of; and
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(iii)
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Shares of Restricted Stock may be forfeited immediately as provided in subsection 2(d) hereof.
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(i)
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Death
. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the applicable Restricted Period by reason of Participant’s death, all restrictions applicable to the shares of Restricted Stock that have not lapsed previously shall immediately lapse on the date of Participant’s death and the certificate or certificates representing the shares of Common Stock shall be delivered to Participant’s estate.
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(ii)
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Disability
. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the applicable Restricted Period by reason of “total and permanent disability” (as such term is defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), all restrictions applicable to a pro rata number of shares of Restricted Stock that have not lapsed previously shall lapse. The “pro rata number” shall be that number of shares of Restricted Stock with respect to which all restrictions have not lapsed previously that, when added to the number of shares of Restricted Stock with respect to which all restrictions have lapsed previously, will equal the number of shares of Restricted Stock as of the Date of Grant multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s employment after the Date of Grant and the denominator of which is 36. The certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant and the remaining shares of Restricted Stock shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company.
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(iii)
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Retirement
. If Participant’s employment with the Company and its Affiliates is terminated before the expiration of the applicable Restricted Period by reason of retirement (defined below), all shares of Restricted Stock with respect to which all restrictions have not lapsed previously shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company. Notwithstanding the foregoing, if Participant’s service to the Company or an Affiliate continues from and after the date of retirement through (i) membership on the Board, (ii) a written consulting services arrangement with the Company or an Affiliate or (iii) at the discretion of the Company, a written confidentiality and non-solicitation agreement with the Company (“Post-Retirement Service”), shares of Restricted Stock with respect to which all restrictions have not lapsed previously shall not be forfeited but shall continue to be held by the Company until the earlier of (i) the end of the applicable Restricted Period at which time such shares shall be delivered to the Participant or (ii) the date Participant ceases to provide Post-Retirement Service at which time shares of restricted stock with respect to which all restrictions have not lapsed previously shall be forfeited. For purposes of this Section 2(d)(iii), retirement shall mean severance from the employment of the Company and its Affiliates (i) at or after the attainment of age 55 and after completing a number of years of service (the total years of “Credited Service” attributable to Participant as of the date of termination, as such term is defined in the Owens & Minor 401(k) Savings and Retirement Plan, as amended, whether or not Participant participates in such plan) that, when added to Participant’s age at the time of severance from employment, equals at least 65 or (ii) at or after the attainment of age 65.
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(iv)
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Termination of Employment by Company or Affiliate
.
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(a)
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With Cause
. If the Company or an Affiliate terminates Participant’s employment with the Company and its Affiliates with “cause,” all shares of Restricted Stock with respect to which all restrictions have not lapsed previously shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company, and Participant will be required to return to the Company that number of shares of Common Stock that equals the number of shares of Restricted Stock with respect to which all restrictions lapsed previously. For purposes of this Agreement, “cause” means: (i) misappropriation, theft or embezzlement of funds or property from the Company or an Affiliate or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or an Affiliate, (ii) conviction of, or entry of a plea of “
nolo contendere
” with respect to, a felony which, in the reasonable opinion of the Company, is likely to cause material harm to the Company’s or an Affiliate’s business, customer or supplier relations, financial condition or prospects, (iii) violation of the Company’s Code of Honor or any successor code of conduct; or (iv) failure to substantially perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes a total and permanent disability (as defined in paragraph 2(d)(ii) above), or by reason of approved leave of absence) the duties of Participant’s job.
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(b)
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Without Cause
. If Participant’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate without “cause,” all restrictions on a pro rata number of shares of Restricted Stock that have not lapsed previously shall lapse. The “pro rata number” shall be the number of shares of Restricted Stock with respect to which all restrictions have not lapsed previously that, when added to the number of shares of Restricted Stock with respect to which all restrictions have lapsed previously, will equal the number of shares of Restricted Stock as of the Date of Grant multiplied by a fraction, the numerator of which is the number of months (including a fractional month) of Participant’s employment after the Date of Grant and denominator of which is 36. The certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participantand the remaining shares of Restricted Stock shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company.
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(v)
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Termination of Employment by Participant
. If Participant resigns from employment with the Company and its Affiliates before the expiration of the applicable Restricted Period, without regard to the reason for such resignation (other than death, disability or retirement as provided in subsections (i), (ii) and (iii) above), all of the shares of Restricted Stock with respect to which all restrictions have not lapsed previously shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company.
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(vi)
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Change in Control
.
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(a)
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If, upon a Change in Control, (i) the Restricted Stock is assumed by, or a substitute award granted by, the surviving entity (together with its Related Entities, the “Surviving Entity”) in the Change in Control (such assumed or substituted award to be of the same type of award as this Restricted Stock with a value as of the Control Change Date substantially equal to the value of this Restricted Stock) and (ii) within 24 months following the Control Change Date, Participant’s employment with the Surviving Entity is terminated by the Surviving Entity without Cause (defined below), all restrictions applicable to the shares of Restricted Stock that have not lapsed previously shall immediately lapse on the date of employment termination and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.
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(b)
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For purposes of this subsection 2(d)(vi), “Cause” shall mean (i) the willful and continued failure by Participant to substantially perform his or her duties with the Surviving Entity (other than any such failure resulting from Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant by the Surviving Entity, which demand specifically identifies the manner in which the Surviving Entity believes that Participant has not substantially performed his or her duties, or (ii) the willful engaging by Participant in conduct which is demonstrably and materially injurious to the Surviving Entity, monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on Participant’s part shall be deemed "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Surviving Entity.
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(c)
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If, upon a Change in Control, the Restricted Stock is not assumed by, or a substitute award granted by, the Surviving Entity in the Change in Control as provided in subsection 2(d)(vi)(a) above, all restrictions applicable to the shares of Restricted Stock that have not lapsed previously shall immediately lapse on the Control Change Date and the certificate or certificates representing the shares of Common Stock upon which the restrictions have lapsed shall be delivered to Participant.
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Initial ROIC Payout Summary
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|||
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Threshold
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Target
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Maximum
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Average Company ROIC Goal
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_____%
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____%
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____%
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Initial ROIC Payout Percentage
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0%
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100%
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200%
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Company TSR Modifier
|
|||
Company TSR
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≤25
th
Percentile
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25
th
to 75th Percentile
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≥75
th
Percentile
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Company TSR Modifier
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-25%
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0%
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+25%
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1.
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With Cause
. If the Company or an Affiliate terminates Participant’s employment with the Company and its Affiliates with “cause,” after the Measurement Period but before the expiration of the Restricted Period, all shares of Restricted Stock shall be forfeited immediately and all rights of Participant to such shares shall terminate immediately without further obligation on the part of the Company. For purposes of this Agreement, “cause” means: (i) misappropriation, theft or embezzlement of funds or property from the Company or an Affiliate or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or an Affiliate, (ii) conviction of, or entry of a plea of “
nolo contendere
” with respect to, a felony which, in the reasonable opinion of the Company, is likely to cause material harm to the Company’s or an Affiliate’s business, customer or supplier relations, financial condition or prospects, (iii) violation of the Company’s Code of Honor or any successor code of conduct; or (iv) failure to substantially perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes a total and permanent disability (as defined in subparagraph 4(c)(ii) above), or by reason of approved leave of absence) the duties of Participant’s job.
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2.
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Without Cause
. If Participant’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate without “cause,” after the Measurement Period but before the expiration of the Restricted Period all restrictions on a pro rata number of Restricted Stock shall lapse. The “pro rata number” shall be the number of shares of Restricted Stock multiplied by a fraction, the numerator of which shall be the number of whole months that the Participant was employed by, or providing services to, the Company or an Affiliate during the 36-month period beginning January 1, 2019 and ending December 31, 2021 (and the denominator shall be 36).
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1.
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If, upon a Change in Control, (i) the shares of Restricted Stock are assumed by, or a substitute award granted by, the surviving entity (together with its Related Entities, the “Surviving Entity”) in the Change in Control (such assumed or substituted award to be of the same type of award as the Restricted Stock with a value as of the Control Change Date substantially equal to the value of the Restricted Stock) and (ii) within 24 months of the Control Change Date, Participant’s employment with the Surviving Entity is terminated by the Surviving Entity without Cause (defined below) or by Participant for Good Reason (defined below), all restrictions applicable to the Restricted Stock shall immediately lapse on the date of employment termination and the shares of Common Stock evidencing the Restricted Stock upon which the restrictions have lapsed shall be delivered to Participant.
|
2
.
|
For purposes of this subsection 4(c)(vi), “Cause” shall mean (i) the willful and continued failure by Participant to substantially perform his or her duties with the Surviving Entity (other than any such failure resulting from Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Participant by the Surviving Entity, which demand specifically identifies the manner in which the Surviving Entity believes that Participant has not substantially performed his or her duties, or (ii) the willful engaging by Participant in conduct which is demonstrably and materially injurious to the Surviving Entity, monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on Participant’s part shall be deemed "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Surviving Entity.
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3.
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For purposes of this subparagraph 4(c)(vi), “Good Reason” shall apply only if there is a meaning given to such term in the Executive Severance Agreement or Executive Change in Control Severance Agreement, as the case may be, between Participant and the Company, as such agreement from time to time may be amended, modified, extended or replaced by a successor agreement or plan.
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4.
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If, upon a Change in Control, the Restricted Stock are not assumed by, or a substitute award granted by, the Surviving Entity in the Change in Control as provided in subparagraph 4(c)(vi)(a) above, all restrictions applicable to the Restricted Stock shall immediately lapse on the Control Change Date
|
Fund Name:
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SPDR® S&P® Health Care Services ETF
|
||
Ticker Symbol:
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XHS
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Name
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Identifier
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Sector
|
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HealthEquity Inc
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HQY
|
Managed Health Care
|
|
Magellan Health Inc.
|
MGLN
|
Managed Health Care
|
|
WellCare Health Plans Inc.
|
WCG
|
Managed Health Care
|
|
BioTelemetry Inc.
|
BEAT
|
Health Care Services
|
|
Ensign Group Inc.
|
ENSG
|
Health Care Facilities
|
|
Tenet Healthcare Corporation
|
THC
|
Health Care Facilities
|
|
McKesson Corporation
|
MCK
|
Health Care Distributors
|
|
Anthem Inc.
|
ANTM
|
Managed Health Care
|
|
HCA Healthcare Inc
|
HCA
|
Health Care Facilities
|
|
Universal Health Services Inc. Class B
|
UHS
|
Health Care Facilities
|
|
LHC Group Inc.
|
LHCG
|
Health Care Services
|
|
Chemed Corporation
|
CHE
|
Health Care Services
|
|
Cardinal Health Inc.
|
CAH
|
Health Care Distributors
|
|
Laboratory Corporation of America Holdings
|
LH
|
Health Care Services
|
|
AmerisourceBergen Corporation
|
ABC
|
Health Care Distributors
|
|
Molina Healthcare Inc.
|
MOH
|
Managed Health Care
|
|
Quest Diagnostics Incorporated
|
DGX
|
Health Care Services
|
|
Humana Inc.
|
HUM
|
Managed Health Care
|
|
Owens & Minor Inc.
|
OMI
|
Health Care Distributors
|
|
DaVita Inc.
|
DVA
|
Health Care Services
|
|
Patterson Companies Inc.
|
PDCO
|
Health Care Distributors
|
|
Amedisys Inc.
|
AMED
|
Health Care Services
|
|
UnitedHealth Group Incorporated
|
UNH
|
Managed Health Care
|
|
Centene Corporation
|
CNC
|
Managed Health Care
|
|
MEDNAX Inc.
|
MD
|
Health Care Services
|
|
PetIQ Inc. Class A
|
PETQ
|
Health Care Distributors
|
|
Premier Inc. Class A
|
PINC
|
Health Care Services
|
|
Acadia Healthcare Company Inc.
|
ACHC
|
Health Care Facilities
|
|
Encompass Health Corporation
|
EHC
|
Health Care Facilities
|
|
Brookdale Senior Living Inc.
|
BKD
|
Health Care Facilities
|
|
AMN Healthcare Services Inc.
|
AMN
|
Health Care Services
|
|
Diplomat Pharmacy Inc.
|
DPLO
|
Health Care Services
|
|
Cigna Corporation
|
CI
|
Health Care Services
|
|
CVS Health Corporation
|
CVS
|
Health Care Services
|
|
Tivity Health Inc.
|
TVTY
|
Health Care Services
|
|
Henry Schein Inc.
|
HSIC
|
Health Care Distributors
|
|
Select Medical Holdings Corporation
|
SEM
|
Health Care Facilities
|
|
U.S. Physical Therapy Inc.
|
USPH
|
Health Care Facilities
|
|
R1 RCM Inc
|
RCM
|
Health Care Services
|
|
Addus HomeCare Corporation
|
ADUS
|
Health Care Services
|
|
Community Health Systems Inc.
|
CYH
|
Health Care Facilities
|
|
Providence Service Corporation
|
PRSC
|
Health Care Services
|
|
Triple-S Management Corporation Class B
|
GTS
|
Managed Health Care
|
|
RadNet Inc.
|
RDNT
|
Health Care Services
|
|
Cross Country Healthcare Inc.
|
CCRN
|
Health Care Services
|
|
Covetrus Inc.
|
CVET
|
Health Care Distributors
|
|
CorVel Corporation
|
CRVL
|
Health Care Services
|
|
BioScrip Inc.
|
BIOS
|
Health Care Services
|
|
|
|
|
|
Fund Name:
|
SPDR® S&P® Health Care Equipment ETF
|
||
Ticker Symbol:
|
XHE
|
|
|
|
|
|
|
Name
|
Identifier
|
Sector
|
|
Tactile Systems Technology Inc.
|
TCMD
|
Health Care Equipment
|
|
Tandem Diabetes Care Inc.
|
TNDM
|
Health Care Equipment
|
|
Varex Imaging Corporation
|
VREX
|
Health Care Equipment
|
|
Quidel Corporation
|
QDEL
|
Health Care Supplies
|
|
ViewRay Inc.
|
VRAY
|
Health Care Equipment
|
|
iRhythm Technologies Inc.
|
IRTC
|
Health Care Equipment
|
|
DexCom Inc.
|
DXCM
|
Health Care Equipment
|
|
Masimo Corporation
|
MASI
|
Health Care Equipment
|
|
Nevro Corp.
|
NVRO
|
Health Care Equipment
|
|
Cardiovascular Systems Inc.
|
CSII
|
Health Care Equipment
|
|
CONMED Corporation
|
CNMD
|
Health Care Equipment
|
|
Penumbra Inc.
|
PEN
|
Health Care Equipment
|
|
Align Technology Inc.
|
ALGN
|
Health Care Supplies
|
|
Integra LifeSciences Holdings Corporation
|
IART
|
Health Care Equipment
|
|
Wright Medical Group NV
|
WMGI
|
Health Care Equipment
|
|
Cooper Companies Inc.
|
COO
|
Health Care Supplies
|
|
ICU Medical Inc.
|
ICUI
|
Health Care Supplies
|
|
ABIOMED Inc.
|
ABMD
|
Health Care Equipment
|
|
Zimmer Biomet Holdings Inc.
|
ZBH
|
Health Care Equipment
|
|
DENTSPLY SIRONA Inc.
|
XRAY
|
Health Care Supplies
|
|
Baxter International Inc.
|
BAX
|
Health Care Equipment
|
|
Stryker Corporation
|
SYK
|
Health Care Equipment
|
|
Boston Scientific Corporation
|
BSX
|
Health Care Equipment
|
|
Hill-Rom Holdings Inc.
|
HRC
|
Health Care Equipment
|
|
Danaher Corporation
|
DHR
|
Health Care Equipment
|
|
Intuitive Surgical Inc.
|
ISRG
|
Health Care Equipment
|
|
Teleflex Incorporated
|
TFX
|
Health Care Equipment
|
|
Orthofix Medical Inc.
|
OFIX
|
Health Care Equipment
|
|
Hologic Inc.
|
HOLX
|
Health Care Equipment
|
|
Varian Medical Systems Inc.
|
VAR
|
Health Care Equipment
|
|
Edwards Lifesciences Corporation
|
EW
|
Health Care Equipment
|
|
IDEXX Laboratories Inc.
|
IDXX
|
Health Care Equipment
|
|
STERIS Plc
|
STE
|
Health Care Equipment
|
|
TransEnterix Inc.
|
TRXC
|
Health Care Equipment
|
|
Cantel Medical Corp.
|
CMD
|
Health Care Equipment
|
|
STAAR Surgical Company
|
STAA
|
Health Care Supplies
|
|
Becton Dickinson and Company
|
BDX
|
Health Care Equipment
|
|
Globus Medical Inc. Class A
|
GMED
|
Health Care Equipment
|
|
Insulet Corporation
|
PODD
|
Health Care Equipment
|
|
Merit Medical Systems Inc.
|
MMSI
|
Health Care Supplies
|
|
Inogen Inc.
|
INGN
|
Health Care Equipment
|
|
Abbott Laboratories
|
ABT
|
Health Care Equipment
|
|
NxStage Medical Inc.
|
NXTM
|
Health Care Equipment
|
|
Glaukos Corp
|
GKOS
|
Health Care Equipment
|
|
Avanos Medical Inc.
|
AVNS
|
Health Care Supplies
|
|
LivaNova Plc
|
LIVN
|
Health Care Equipment
|
|
NuVasive Inc.
|
NUVA
|
Health Care Equipment
|
|
Integer Holdings Corporation
|
ITGR
|
Health Care Equipment
|
|
West Pharmaceutical Services Inc.
|
WST
|
Health Care Supplies
|
|
Medtronic plc
|
MDT
|
Health Care Equipment
|
|
Neogen Corporation
|
NEOG
|
Health Care Supplies
|
|
AtriCure Inc.
|
ATRC
|
Health Care Equipment
|
|
ResMed Inc.
|
RMD
|
Health Care Equipment
|
|
Haemonetics Corporation
|
HAE
|
Health Care Supplies
|
|
Natus Medical Incorporated
|
BABY
|
Health Care Equipment
|
|
OraSure Technologies Inc.
|
OSUR
|
Health Care Supplies
|
|
Surmodics Inc
|
SRDX
|
Health Care Equipment
|
|
Atrion Corporation
|
ATRI
|
Health Care Supplies
|
|
Cerus Corporation
|
CERS
|
Health Care Supplies
|
|
Lantheus Holdings Inc
|
LNTH
|
Health Care Supplies
|
|
AxoGen Inc.
|
AXGN
|
Health Care Equipment
|
|
CryoLife Inc.
|
CRY
|
Health Care Equipment
|
|
Antares Pharma Inc.
|
ATRS
|
Health Care Supplies
|
|
Anika Therapeutics Inc.
|
ANIK
|
Health Care Supplies
|
|
Sientra Inc.
|
SIEN
|
Health Care Supplies
|
|
Accuray Incorporated
|
ARAY
|
Health Care Equipment
|
|
LeMaitre Vascular Inc.
|
LMAT
|
Health Care Equipment
|
|
AngioDynamics Inc.
|
ANGO
|
Health Care Equipment
|
|
Meridian Bioscience Inc.
|
VIVO
|
Health Care Supplies
|
|
Heska Corporation
|
HSKA
|
Health Care Equipment
|
|
|
|
|
|