4//SEC Filing
Milner David H. 4
Accession 0000899243-21-037325
CIK 0001610114other
Filed
Sep 22, 8:00 PM ET
Accepted
Sep 23, 4:15 PM ET
Size
10.2 KB
Accession
0000899243-21-037325
Insider Transaction Report
Form 4
Milner David H.
Director
Transactions
- Disposition to Issuer
Common Stock
2021-09-21−15,129→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2021-09-21−5,000→ 0 totalExercise: $6.17Exp: 2028-03-26→ Common Stock (5,000 underlying) - Disposition to Issuer
Common Stock
2021-09-21−193,618.24→ 0 total
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of June 28, 2021 (as amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among New Senior Investment Group Inc., a Delaware corporation ("New Senior"), Ventas, Inc., a Delaware corporation ("Ventas") and Cadence Merger Sub LLC, a Delaware limited liability company and subsidiary of Ventas, each outstanding share of New Senior common stock, par value $0.01 ("Common Stock"), was converted into the right to receive 0.1561 (the "Exchange Ratio") of a newly issued share of Ventas common stock, par value $0.25 per share ("Ventas Common Stock"). Holders of record of Common Stock will receive cash in lieu of fractional shares.
- [F2]Pursuant to the Merger Agreement, each outstanding New Senior restricted stock unit award became fully vested and was canceled and converted into the right to receive a number of shares of Ventas Common Stock equal to the product of (a) the Exchange Ratio and (b) the number of shares of Common Stock subject to such restricted stock unit award, less applicable withholding taxes.
- [F3]Pursuant to the Merger Agreement, each outstanding New Senior stock option became fully vested and was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess, if any, of (i) $8.82 over (ii) the per share exercise price of such stock option, and (b) the total number of shares of Common Stock subject to such stock option immediately prior to the effective time of the Merger, less applicable withholding taxes. Any outstanding New Senior stock option with an exercise price equal to or greater than $8.82 was canceled for no consideration.
Documents
Issuer
New Senior Investment Group Inc.
CIK 0001610114
Entity typeother
Related Parties
1- filerCIK 0001734293
Filing Metadata
- Form type
- 4
- Filed
- Sep 22, 8:00 PM ET
- Accepted
- Sep 23, 4:15 PM ET
- Size
- 10.2 KB