4//SEC Filing
EMERITUS CORP\WA\ 4
Accession 0001181431-05-039536
CIK 0001001604operating
Filed
Jul 7, 8:00 PM ET
Accepted
Jul 8, 8:09 PM ET
Size
9.0 KB
Accession
0001181431-05-039536
Insider Transaction Report
Form 4
SARATOGA MANAGEMENT CO LLC
10% Owner
Transactions
- Conversion
Common Stock
2005-06-30$6.89/sh+5,365,747$36,969,997→ 5,365,747 total(indirect: See footnote) - Conversion
Series B Convertible
2005-06-30$1000.00/sh−36,970$36,970,000→ 0 totalExercise: $6.89From: 2005-06-30→ Common Stock $.0001 par value (5,365,747 underlying)
Footnotes (6)
- [F1]Pursuant to an Agreement entered into on June 30, 2005, the issuer agreed to convert all outstanding Series B Convertible Preferred Stock into Common 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: Saratoga Partners IV, LP (34,659 shares), Saratoga Management Company, LLC (1,386 shares) and Saratoga Coinvestment IV LLC (925 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 in the shares as follows: (Contd. to footnote 2)
- [F2](i) as to the shares 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 shares issued to the Reporting Person, as agent and attorney-in-fact for the principals; and (iii) as to the shares issued to Saratoga Coinvestment IV, LLC, as its Managing Member.
- [F3]Represents shares on an as-converted basis.
- [F4]Preferred Stock, par value $.0001, with stated value of $1,000 per share.
- [F5]per share of Preferred Stock.
- [F6]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
- 9.0 KB