4//SEC Filing
EMERITUS CORP\WA\ 4
Accession 0001181431-05-039534
CIK 0001001604operating
Filed
Jul 7, 8:00 PM ET
Accepted
Jul 8, 8:09 PM ET
Size
12.4 KB
Accession
0001181431-05-039534
Insider Transaction Report
Form 4
DURKIN CHARLES P JR
Director10% Owner
Transactions
- Conversion
Common Stock
2005-06-30$6.89/sh+70,827$487,998→ 70,827 total - Conversion
Common Stock
2005-06-30$6.89/sh+5,294,920$36,481,999→ 5,294,920 total(indirect: See footnote) - Conversion
Series B Convertible
2005-06-30$1000.00/sh−36,482$36,482,000→ 0 totalExercise: $6.89From: 2005-06-30→ Common Stock $.0001 par value (5,294,920 underlying) - Conversion
Series B Convertible
2005-06-30$1000.00/sh−488$488,000→ 0 totalExercise: $6.89From: 2005-06-30→ Common Stock $.0001 par value (70,827 underlying)
Footnotes (5)
- [F1]Pursuant to an Agreement entered into on June 30, 2005, the issuer agreed to convert all outstanding Series B Convertible Preferred Stock into Comon Stock of the issuer upon payment by the issuer of certain accrued and unpaid cash dividends on the Series B Stock. Previously, the issuer had issued shares of the Series B Stock to the following affiliated entities, of which the Reporting Person is a principal: Saratoga Partners IV, LP, Saratoga Management Company, LLC, and Saratoga Coinvestment IV LLC. Saratoga Management Company, LLC is also the attorney-in-fact and agent for the Reporting Person as to 488 of the Series B Stock issued to it. Therefore, of the 36,970 shares of Series B Stock issued, the Reporting Person is deemed to have an indirect beneficial ownership in 36,482 shares (5,294,920 converted common shares) and a direct beneficial ownership in 488 shares (70,827 converted common shares).
- [F2]Represents shares on an as-converted basis.
- [F3]Preferred Stock, par value $.0001, with stated value of $1,000 per share.
- [F4]per share of Preferred Stock.
- [F5]There is no expiration date for the conversion rights of the Series B Convertible Preferred Shares.
Documents
Issuer
EMERITUS CORP\WA\
CIK 0001001604
Entity typeoperating
IncorporatedWA
Related Parties
1- filerCIK 0001001604
Filing Metadata
- Form type
- 4
- Filed
- Jul 7, 8:00 PM ET
- Accepted
- Jul 8, 8:09 PM ET
- Size
- 12.4 KB