0001828182TRUEFY202100018281822021-01-012021-12-3100018281822021-06-30iso4217:USD00018281822022-05-27xbrli:shares



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from     to    .
Commission File Number: 001-40028
Signify Health, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
85-3481223
(I.R.S. Employer
Identification Number)
800 Connecticut Avenue, Norwalk, CT 06854
(Address of principal executive offices)
(203) 541-4600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Class A common stock, par value $0.01 per ShareSGFYNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company
☐
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☐ No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the Class A common stock on the NYSE on June 30, 2021, was approximately $2.26 billion.
As of May 27, 2022, the number of outstanding shares of Class A common stock, $0.01 par value, was 176,364,619 and the number of outstanding shares of Class B common stock, $0.01 par value, was 57,515,043.
DOCUMENTS INCORPORATED BY REFERENCE
Designated portions of the Registrant's Proxy Statement for its 2022 Annual Meeting of Stockholders, which was filed on April 5, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.
Auditor Name: Deloitte & Touche LLP
Auditor Location: Stamford, CT
Auditor Firm ID: 34




EXPLANATORY NOTE

The purpose of this Amendment (the “Amendment”) to our Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2022, is solely to correct an inadvertent omission of certain language from paragraph 4 of the Exhibit 31.1 and Exhibit 31.2 certifications originally filed with our Form 10-K.

This Amendment contains only the Cover Page, this Explanatory Note and Exhibits 31.1 and 31.2. No other changes have been made to the Form 10-K as filed with the SEC on March 3, 2022. This Amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.







Item 15. Exhibits and Financial Statement Schedules.
Exhibits

The exhibits listed in the index below are filed or incorporated by reference as a part of this Amendment to the Annual Report on Form 10-K.

  
31.1*
31.2*
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
101*The following financial information from the Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Changes in Members’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements
104*Cover Page Interactive Data File – The cover page from this Annual Report on Form 10-K/A for the year ended December 31, 2021 is formatted in iXBRL (included as Exhibit 101)
  

 
*    Filed or furnished herewith


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNIFY HEALTH, INC.
Date: May 31, 2022By:/s/ Kyle Armbrester
Kyle Armbrester
Chief Executive Officer

4

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ Matthew S. Holt
Chairman
May 31, 2022
 Matthew S. Holt  
 
/s/ Kyle Armbrester
Chief Executive Officer and Director
(principal executive officer)
May 31, 2022
 Kyle Armbrester  
 
 
/s/ Steven Senneff
President, Chief Financial and
Administrative Officer
(principal financial officer)
May 31, 2022
Steven Senneff
   
 
/s/ Laurence Orton
Chief Accounting Officer
(principal accounting officer)
May 31, 2022
Laurence Orton
   
/s/ Taj J. Clayton
Director
May 31, 2022
Taj J. Clayton
   
/s/ Heather Dixon
Director
May 31, 2022
Heather Dixon
/s/ Arnold Goldberg
Director
May 31, 2022
Arnold Goldberg
/s/ Brandon H. Hull
Director
May 31, 2022
Brandon H. Hull
   
/s/ Kevin M. McNamara
Director
May 31, 2022
Kevin M. McNamara
   
/s/ Albert A. Notini
Director
May 31, 2022
Albert A. Notini
   
/s/ Kyle B. Peterson
Director
May 31, 2022
Kyle B. Peterson
   
/s/ Vivian E. Riefberg
Director
May 31, 2022
Vivian E. Riefberg
5