SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Saratoga Management Company, LLC

(Last) (First) (Middle)

535 Madison Avenue

(Street)

New York, NY 10022

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

Emeritus Corporation
ESC

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
Month/Day/Year

10/01/2002

5. If Amendment,
Date of Original
(Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director X 10% Owner

Officer (give title below) Other (specify below)

Description

7. Individual or Joint/Group
Filing (Check Applicable Line)

X Form filed by One Reporting Person

Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2.Transaction
Date
(Month/Day/Year)

2A. Deemed Execution Date, if any
(Month/Day/Year)

3. Transaction
Code
(Instr. 8)

4. Securities Acquired (A) or Disposed Of (D)
(Instr. 3, 4, and 5)

5. Amount of
    Securities
    Beneficially
    Owned Following
    Reported Transaction(s)

    (Instr. 3 and 4)

6. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
Expiration Date(ED)
(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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Series B Convertible Preferred Stock, par value $.0001, with stated value of $1,000 per share

$7.22

10/01/2002

J(1)

331(1)

10/01/02

Common Stock $.0001 par value

45,844 (2)

$1,000 per share of Preferred Stock

33,473

(1)

Explanation of Responses:

(1) Pursuant to the terms of the Series B Convertible Preferred Stock (the "Stock"), the issuer issued 331 shares of the Stock as an in-kind dividend to the following affiliated entities: Saratoga Partners IV, LP (310 shares), Saratoga Management Company, LLC (13 shares) and Saratoga Coinvestment IV LLC (8 shares). The shares of Stock issued to Saratoga Management Company, LLC, were issued in its capacity as Agent and attorney-in-fact for four individuals who are principals of the affiliated entities. As a result, the Reporting Person is deemed to have indirect beneficial ownership as follows: (i) as to the 310 shares of Stock issued directly to Saratoga Partners IV, L.P., as Manager of Saratoga Associates IV LLC which is the General Partner of Saratoga Partners IV, L.P.; (ii) as to the 13 shares of Stock issued to the Reporting Person, as agent and attorney-in-fact for the principals; and (iii) as to the 8 shares issued to Saratoga Coinvestment IV, LLC, as its Managing Member.

(2) Represents shares on an as-converted basis.

By:
/s/ Saratoga Management Company, LLC, By: Charles P. Durkin, Jr., Member 10/01/2002
** Signature of Reporting Person Date

SEC 1474 (8-02)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

SARATOGA MANAGEMENT CO LLC 4