The following table sets forth information with respect to the beneficial ownership of our common stock as of October 18, 2010, subject to certain assumptions set forth in the footnotes and as adjusted to reflect the sale of the shares of our common stock offered in this offering under this prospectus for:
| • | each stockholder, or group of affiliated stockholders, who we know beneficially owns more than 5% of the outstanding shares of our common stock; | |
| • | each of our current directors; | |
| • | each of our named executive officers; | |
| • | all of our current directors and current executive officers as a group; and | |
| • | the selling stockholders. |
Beneficial ownership is determined in accordance with rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. Shares of common stock subject to options and warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated, we believe the beneficial owners of the common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names.
The number of shares and percentages of beneficial ownership prior to this offering set forth below are based on 22,694,337 shares of common stock outstanding as of October 18, 2010, which gives effect to the conversion of all outstanding shares of preferred stock into 4,975,180 shares of common stock simultaneously with the closing of this offering.
The number of shares and percentages of beneficial ownership after this offering set forth below are based on the number of shares of our common stock to be issued and outstanding immediately after the consummation of this offering, assuming no exercise of the underwriters’ option to purchase up to an aggregate of 1,545,000 shares of our common stock from us.
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Unless otherwise indicated, the address of each of the individuals and entities named in the table below under “5% Stockholders” and “Named Executive Officers and Directors” is ExamWorks Group, Inc., 3280 Peachtree Road, N.E., Suite 2625, Atlanta, GA 30305.
| Shares Beneficially Owned Prior to the Offering | Number of Shares Offered(2) | Shares Beneficially Owned After the Offering | ||||||||
| Name of Beneficial Owner | Number(1) | Percent (%) | Number(3) | Percent (%) | ||||||
| 5% Stockholders | ||||||||||
| ExamWorks Holdings, LLLP(4) | 6,728,018 | 29.6 | 672,802 | 6,055,216 | 19.9 | |||||
| Steven G. Robbins(5) | 1,281,953 | 5.6 | 229,700 | 1,052,253 | 3.5 | |||||
| Thomas P. Anderson and | ||||||||||
| Lynn C. Anderson(6) | 1,250,459 | 5.5 | 187,567 | 1,062,892 | 3.5 | |||||
| Jane Y. Decter(7) | 1,175,502 | 5.2 | 211,590 | 963,912 | 3.2 | |||||
| Named Executive Officers | ||||||||||
| and Directors | ||||||||||
| Richard E. Perlman(8) | 7,354,826 | 32.1 | 0 | 6,682,007 | 22.0 | |||||
| James K. Price(9) | 1,859,700 | 8.1 | 0 | 1,736,410 | 5.7 | |||||
| Wesley Campbell(10) | 278,610 | 1.2 | 46,059 | 229,748 | * | |||||
| J. Miguel Fernandez de Castro(11) | 338,876 | 1.5 | 0 | 330,466 | 1.1 | |||||
| Kevin Kozlowski(12) | 246,386 | 1.1 | 0 | 239,378 | * | |||||
| Crystal Patmore(13) | 225,093 | * | 0 | 216,683 | * | |||||
| Clare Arguedas | 11,310 | * | 0 | 11,310 | * | |||||
| Joshua LeMaire(14) | 117,252 | * | 0 | 117,252 | * | |||||
| Peter B. Bach(15) | 17,979 | * | 0 | 17,977 | * | |||||
| Peter M. Graham(16) | 45,411 | * | 0 | 45,411 | * | |||||
| J. Thomas Presby(17) | 168,311 | * | 0 | 161,303 | * | |||||
| William A. Shutzer(18) | 1,270,079 | 5.6 | 0 | 1,146,731 | 3.8 | |||||
| David B. Zenoff(19) | 26,327 | * | 0 | 26,327 | * | |||||
| All directors and executive officers | ||||||||||
| as a group (13 persons)(20) | 9,157,397 | 38.2 | 46,059 | 8,438,519 | 26.7 | |||||
| Other Selling Stockholders | ||||||||||
| Michael J. Attkiss | 45,241 | * | 8,106 | 37,135 | * | |||||
| Michael Balducci | 44,727 | * | 4,473 | 40,254 | * | |||||
| Lisa Bergstol | 30,157 | * | 4,524 | 25,633 | * | |||||
| BMS Capital Partners, Inc. | ||||||||||
| Pension Plan(21) | 26,373 | * | 12,213 | 14,160 | * | |||||
| Capela Overseas Ltd.(22) | 61,693 | * | 11,054 | 50,639 | * | |||||
| The Chase 1992 Family Trust, | ||||||||||
| as amended and restated(23) | 549,018 | 2.4 | 30,234 | 518,784 | 1.7 | |||||
| Daniel T. Ciporin and Jill Bayer | ||||||||||
| Ciporin, as Joint Tenants | 22,620 | * | 4,053 | 18,567 | * | |||||
| Robert Collins(24) | 107,937 | * | 21,643 | 86,294 | * | |||||
| Crescent International Ltd.(25) | 75,419 | * | 13,514 | 61,905 | * | |||||
| Brian Denton(26) | 69,404 | * | 13,818 | 55,586 | * | |||||
| The Douglas M. Leveille Revocable | ||||||||||
| Trust, dated March 7, 2006(27) | 132,686 | * | 12,852 | 119,834 | * | |||||
| Paul C. Faust | 37,324 | * | 3,598 | 33,726 | * | |||||
| Fortis Business Holdings, LLC(28) | 128,141 | * | 52,538 | 75,603 | * | |||||
| Genesis Capital Advisors LLC(29) | 45,241 | * | 8,106 | 37,135 | * | |||||
| Garry Goldberg | 22,610 | * | 4,051 | 18,559 | * | |||||
| Chris Greco(30) | 72,504 | * | 20,394 | 52,110 | * | |||||
| George Greco(31) | 144,937 | * | 53,495 | 91,442 | * | |||||
| Timothy P. Hanley and Monica | ||||||||||
| Hanley, as Joint Tenants | 75,574 | * | 7,557 | 68,017 | * | |||||
| Patrick Haskell(32) | 30,486 | * | 5,462 | 25,024 | * | |||||
| Hochman Family | ||||||||||
| Partnership, LP(33) | 23,134 | * | 4,145 | 18,989 | * | |||||
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| Shares Beneficially Owned Prior to the Offering | Number of Shares Offered(2) | Shares Beneficially Owned After the Offering | ||||||||
| Name of Beneficial Owner | Number(1) | Percent (%) | Number(3) | Percent (%) | ||||||
| William Hullinger(34) | 299,818 | 1.3 | 74,955 | 224,863 | * | |||||
| JLCSGC-1, LLC(35) | 83,635 | * | 83,635 | 0 | * | |||||
| J W Partners, LP(36) | 15,423 | * | 2,763 | 12,660 | * | |||||
| K/O Argosy LLC(37) | 22,610 | * | 11,305 | 11,305 | * | |||||
| David Kalajian | 15,423 | * | 2,763 | 12,660 | * | |||||
| Lake Avenue Associates, LLC(38) | 75,574 | * | 18,894 | 56,680 | * | |||||
| The LMK Family Partnership LP(39) | 37,684 | * | 15,450 | 22,234 | * | |||||
| LR Holdings Associates(40) | 38,044 | * | 5,012 | 33,032 | * | |||||
| Brian M. McCoy(41) | 251,862 | 1.1 | 47,431 | 204,431 | * | |||||
| Joyce Nichol(42) | 162,232 | * | 26,069 | 136,163 | * | |||||
| Rohan Oza | 151,148 | * | 27,083 | 124,065 | * | |||||
| Robert C. Porter, M.D.(43) | 565,474 | 2.5 | 282,760 | 282,714 | * | |||||
| Arlene Rapoport(44) | 15,423 | * | 2,763 | 12,660 | * | |||||
| Theodore A. Rice(45) | 273,110 | 1.2 | 48,936 | 224,174 | * | |||||
| Michael Schultz | 22,615 | * | 4,052 | 18,563 | * | |||||
| Fran and Paul Slansky(46) | 157,959 | * | 80,265 | 77,694 | * | |||||
| Greg Slansky(47) | 72,504 | * | 12,991 | 59,513 | * | |||||
| Philip Wagenheim(48) | 205,525 | * | 36,826 | 168,699 | * | |||||
| Paul P. Warley Jr. and Cindy O. | ||||||||||
| Warley, as Joint Tenants(49) | 26,866 | * | 694 | 24,772 | * | |||||
| Ivy Zelanka | 265,470 | 1.2 | 47,567 | 217,903 | * | |||||
| Kerry Zelanka | 162,227 | * | 29,068 | 133,159 | * | |||||
| Donald Zoltan | 38,044 | * | 6,817 | 31,227 | * | |||||
| All other selling stockholders(50) | 160,411 | * | 43,239 | 117,172 | * | |||||
| * | less than 1%. |
| (1) | This column lists all shares of common stock beneficially owned, whether or not registered hereunder, including all shares of common stock that can be acquired through warrant or option exercises within 60 days of October 18, 2010. Beneficial ownership of certain officers, directors, and selling stockholders is shown as if shares of common stock have been distributed by Holdings to its partners. Other than Mr. Perlman, those certain officers, directors, and selling stockholders disclaim beneficial ownership of common stock currently owned by Holdings. |
| (2) | Assumes no exercise of the underwriters’ option to purchase additional shares. |
| (3) | Assumes all shares of common stock registered hereunder are sold by the selling stockholders and, with respect to certain officers, directors, and selling stockholders, that all shares owned by Holdings were distributed to such limited partners prior to the offering and sold by such limited partners in the offering. |
| (4) | The sole general partner of Holdings is Compass Partners. Mr. Perlman is the President of Compass Partners and is also a limited partner of Holdings. Holdings’ address is ExamWorks Holdings, LLLP, c/o Richard E. Perlman, 655 Madison Avenue, 23rd Floor, New York, NY 10065. |
| (5) | Shares beneficially owned by Dr. Robbins include (i) 102,822 shares of common stock owned by the Robbins Family 2010 Irrevocable Long Term Trust u/a/d October 14, 2010, of which Richard Robbins is the trustee, and (ii) 514,110 shares of common stock owned by the Steven G. Robbins 2010 Grantor Retained Annuity Trust u/a/d October 14, 2010, of which Richard Robbins is the trustee. Dr. Robbins’ address is 1500 Pleasant Valley Way, Suite 301, West Orange, NJ 07052. |
| (6) | Mr. and Mrs. Anderson’s address is 215 Viking Place, Alamo, CA 94507. |
| (7) | Shares beneficially owned by Ms. Decter include 117,546 shares of common stock owned by the Jane Y. Decter 2010 GRAT of which Ms. Decter is a co-trustee. Ms. Decter’s address is 46 Sullivan Drive, West Orange, NJ 07052. |
| (8) | Shares beneficially owned by Mr. Perlman include (i) 257,055 shares of common stock issuable upon exercise of stock options that will vest upon the earlier of the consummation of this offering and eighteen months following the grant date of March 26, 2010, and (ii) 6,728,018 shares of common stock currently owned by Holdings, which is controlled by Mr. Perlman. If Holdings distributed such shares of common stock to its limited partners prior to and following the offering, Mr. Perlman would own, respectively, (i) 1,095,793 and 986,213 shares of common stock directly, (ii) 124,824 and 112,342 shares of common stock through a Roth IRA, and (iii) 12,852 and 11,567 shares of common stock indirectly through Compass Partners. |
| (9) | Shares beneficially owned by Mr. Price include (i) 257,055 shares of common stock issuable upon exercise of stock options that will vest upon the earlier of the consummation of this offering and eighteen months following the grant date of March 26, 2010 and (ii) 1,232,892 shares of common stock currently owned by Holdings prior to the offering and 1,109,602 shares following the offering, which Mr. Price would own if distributed by Holdings to its limited partners. |
| (10) | Shares beneficially owned by Mr. Campbell include (i) 250,577 shares of common stock issuable upon exercise of stock options of which 167,049 are currently vested and 83,528 will vest upon the consummation of this offering, and (ii) 28,033 shares of common stock currently owned by Holdings prior to the offering and 25,230 shares following the offering, which Mr. Campbell would own if distributed by Holdings to its limited partners. |
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| (11) | Shares beneficially owned by Mr. Fernandez de Castro include (i) 200,461 shares of common stock issuable upon exercise of stock options, of which 66,818 are currently vested and 133,643 will vest upon the consummation of this offering, and (ii) 84,100 shares of common stock currently owned by Holdings prior to the offering and 75,690 shares following the offering, which Mr. Fernandez de Castro would own if distributed by Holdings to its limited partners. |
| (12) | Shares beneficially owned by Mr. Kozlowski include (i) 131,077 shares of common stock issuable upon exercise of stock options, of which 77,101 are currently vested and 53,976 will vest upon the consummation of this offering, and (ii) 70,083 shares of common stock currently owned by Holdings prior to the offering and 63,075 shares following the offering, which Mr. Kozlowski would own if distributed by Holdings to its limited partners. |
| (13) | Shares beneficially owned by Ms. Patmore include (i) 89,969 shares of common stock issuable upon exercise of stock options, of which 29,988 are currently vested and 59,981 will vest upon the consummation of this offering, and (ii) 84,100 shares of common stock currently owned by Holdings prior to the offering and 75,690 shares following the offering, which Ms. Patmore would own if distributed by Holdings to its limited partners. |
| (14) | Shares beneficially owned by Mr. LeMaire include 64,263 shares of common stock issuable upon exercise of stock options, of which 38,553 are currently vested and 25,710 will vest upon the consummation of this offering. |
| (15) | Shares beneficially owned by Dr. Bach include 10,266 shares of restricted stock issued pursuant to the Company’s Amended and Restated 2008 Stock Incentive Plan, or the Plan, that are not yet vested, but are eligible to be voted. The restricted shares will vest upon the earlier of (i) July 16, 2011 and (ii) the occurrence of a change of control, as defined in the Plan. |
| (16) | Shares beneficially owned by Mr. Graham include 6,853 shares of restricted stock issued pursuant to the Plan that are not yet vested, but are eligible to be voted. |
| (17) | Shares beneficially owned by Mr. Presby include (i) 7,711 shares of common stock issuable upon exercise of stock options, of which 2,570 are currently vested and 5,141 will vest upon the consummation of this offering, (ii) 70,083 of shares of common stock currently owned by Holdings prior to the offering and 63,075 shares following the offering, which Mr. Presby would own if distributed by Holdings to its limited partners, and (iii) 11,546 shares of restricted stock issued pursuant to the Plan that are not yet vested, but are eligible to be voted. The restricted shares will vest upon the earlier of (i) July 16, 2011 and (ii) the occurrence of an event of change of control, as defined in the Plan. |
| (18) | Shares beneficially owned by Mr. Shutzer include (i) 1,233,470 shares of common stock currently owned by Holdings prior to the offering and 1,110,122 shares following the offering, half of which Mr. Shutzer would own directly and half of which Mr. Shutzer would own through the Shutzer Family Grantor Retained Annuity Trust if distributed by Holdings to its limited partners and (ii) 10,904 shares of restricted stock issued pursuant to the Plan that are not yet vested, but are eligible to be voted. The restricted shares will vest upon the earlier of (i) July 16, 2011 and (ii) the occurrence of a change of control, as defined in the Plan. Mr. Schutzer disclaims beneficial ownership of 25,705 shares owned by the Shutzer Family Limited Partnership, of which Mr. Schutzer’s wife is a general partner. |
| (19) | Shares beneficially owned by Mr. Zenoff include 10,904 shares of restricted stock issued pursuant to the Plan that are not yet vested, but are eligible to be voted. The restricted shares will vest upon the earlier of (i) July 16, 2011 and (ii) the occurrence of a change of control, as defined in the Plan. |
| (20) | Shares beneficially owned prior to the offering include 1,258,168 shares of common stock issuable upon exercise of options and 6,728,018 shares currently owned by Holdings, which is indirectly controlled by our Executive Chairman, Mr. Perlman. |
| (21) | Barry Salzman is the trustee of BMS Capital Partners, Inc. Pension Plan. Mr. Salzman also claims beneficial ownership of shares beneficially owned by BMS Capital Partners, Inc. Pension Plan. Mr. Salzman also claims beneficial ownership of 95,752 shares beneficially owned by BMS Capital Partners, Inc., of which Mr. Salzman is president, none of which shares are offered for sale in this offering. |
| (22) | Michael A. Barth has sole voting power of Capela Overseas Ltd. |
| (23) | John L. Chase and Susan Chase are the trustees of The Chase 1992 Family Trust. |
| (24) | Mr. Collins is employed as a General Manager of the Company. |
| (25) | Maxi Brezzi and Bachir Taleb-Ibrahimi have voting power of Crescent International Ltd. |
| (26) | Shares beneficially owned by Mr. Denton are all shares of common stock issuable upon exercise of stock options, of which 46,269 are currently vested and 23,134 will vest upon the consummation of this offering. Mr. Denton is employed as the Chief Technology Officer of the Company. |
| (27) | Shares beneficially owned by The Douglas M. Leveille Revocable Trust, dated March 7, 2006, of which Douglas M. Leveille is the trustee, include 6,425 shares of common stock held by Mr. Leveille issuable upon exercise of stock options, of which 2,138 are currently vested and 4,287 will vest upon the consummation of this offering. Mr. Leveille is employed as an Implementation Manager of the Company. |
| (28) | Louis, Joel, and Sarah Kestenbaum have voting power of Fortis Business Holdings, LLC. Louis Kestenbaum, Margaret Kestenbaum, Joel Kestenbaum, and Sarah Rosenfeld also claim beneficial ownership of Fortis Business Holdings, LLC’s shares. |
| (29) | Ethan Benovitz, Daniel Saks, and Jaime Hartman have voting power of Genesis Capital Advisors LLC. |
| (30) | Shares beneficially owned by Mr. Greco include 14,235 shares of common stock issuable upon exercise of stock options, of which 9,490 are currently vested and 4,745 will vest upon the consummation of this offering. Mr. Greco is employed as a General Manager of the Company. |
| (31) | Shares beneficially owned by Mr. Greco include 28,398 shares of common stock issuable upon exercise of stock options, of which 18,929 are currently vested and 9,469 will vest upon the consummation of this offering. Mr. Greco is employed as a Vice President, Eastern Region, of the Company. Karen Greco also claims beneficial ownership of Mr. Greco’s shares. |
| (32) | Colleen Haskell also claims beneficial ownership of Mr. Haskell’s shares. |
| (33) | Richard H. Hochman has sole voting power of Hochman Family Partnership, LP. |
| (34) | Mr. Hullinger is employed as a General Manager of the Company. Carol Hullinger also claims beneficial ownership of Mr. Hullinger’s shares. |
| (35) | John L. Chase and Susan G. Chase have sole voting power of JLCSGC-1, LLC and also claim beneficial ownership of JLCSGC- 1, LLC's shares. |
| (36) | Jason Wild has voting power of J W Partners, LP. |
| (37) | Sheldon Salcman has sole voting power of K/O Argosy LLC. |
| (38) | Joseph W. Blount has sole voting power of Lake Avenue Associates, LLC. |
| (39) | Louis Kestenbaum and Sarah Rosenfeld have voting power of The LMK Family Partnership LP. Louis Kestenbaum and Margaret Kestenbaum also claim beneficial ownership of The LMK Family Partnership LP’s shares. |
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| (40) | Leslie Rieder and Samuel J. Rieder have voting power of LR Holdings Associates. |
| (41) | Brian M. McCoy is employed as a Vice President, Sales Eastern Region, of the Company. |
| (42) | Ms. Nichol is employed as a General Manager of the Company. |
| (43) | Dr. Porter is employed as a Chief Medical Officer of the Company. |
| (44) | Shares beneficially owned by Ms. Rapoport are warrants to purchase 15,423 shares of common stock. Ms. Rapoport purchased the warrants from Michael Rapoport, who acquired them in connection with the private placement of Series A Convertible Preferred Stock. |
| (45) | Shares beneficially owned by Mr. Rice include (i) 14,045 shares of common stock owned by Mr. Rice and Caryl Anne Rice and (ii) 51,410 shares of common stock for which Mr. Rice acts as the custodian for the benefit of his minor grandchildren. Mr. Rice is employed as the President of The Ricwel Corporation, a subsidiary of the Company. |
| (46) | Shares beneficially owned by Ms. and Mr. Slansky include 2,570 shares of common stock held by Ms. Slansky issuable upon exercise of stock options, all of which will vest upon the consummation of this offering. Ms. Slansky is employed as a Vice President, and Mr. Slansky is also employed by the Company. |
| (47) | Shares beneficially owned by Mr. Slansky include 14,235 shares of common stock issuable upon exercise of stock options, of which 9,490 are currently vested and 4,745 will vest upon the consummation of this offering. Mr. Slansky is employed as a Sales Manager of the Company. Cindy Slansky, the wife of Mr. Slansky, also claims beneficial ownership of Mr. Slansky’s stock. |
| (48) | Shares beneficially owned by Mr. Wagenheim include warrants to purchase 99,989 shares of common stock, which were issued in connection with the private placement of Series A Convertible Preferred Stock. |
| (49) | Shares beneficially owned by Mr. and Ms. Warley include 14,017 shares of common stock currently owned by Holdings prior to the offering and 12,614 shares following the offering, which Mr. Warley would own if distributed by Holdings to its limited partners. |
| (50) | Consists of the combined beneficial ownership of 22 selling stockholders. Collectively, the shares subject to this footnote include warrants to purchase 8,194 shares of common stock, which were issued in connection with the private placement of Series A Convertible Preferred Stock. Two of the stockholders subject to this footnote are former employees of the Company. John Turner was employed as an office manager until April 2010, and Darlene Lambert was also employed until April 2010. One of the stockholders subject to this footnote is the father of J. Miguel Fernandez de Castro, who is the Senior Vice President and Chief Financial Officer of the Company, and another is the daughter of J. Thomas Presby, who is a Director of the Company. |
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