EMERITUS CORP\WA\ 4/A
4/A · EMERITUS CORP\WA\ · Filed Jul 21, 2005
Insider Transaction Report
Form 4/AAmended
DURKIN CHARLES P JR
Director10% Owner
Transactions
- Conversion
Common Stock
2005-06-30$6.89/sh+5,294,044$36,475,963→ 5,294,044 total(indirect: See footnote) - Conversion
Series B Convertible
2005-06-30$1000.00/sh−494$494,000→ 0 totalExercise: $6.89From: 2005-06-30→ Common Stock $.0001 par value (71,703 underlying) - Conversion
Common Stock
2005-06-30$6.89/sh+71,703$494,034→ 71,703 total - Conversion
Series B Convertible
2005-06-30$1000.00/sh−36,476$36,476,000→ 0 total(indirect: See footnote)Exercise: $6.89From: 2005-06-30→ Common Stock $.0001 par value (5,294,044 underlying)
Footnotes (6)
- [F1]Due to a mathematical error, the number of shares previously reported was incorrect. This is the correct number of shares converted/acquired.
- [F2]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, 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 494 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 36,476 shares (5,294,044 converted common shares) and a direct beneficial ownership in 494 shares (71,703 converted common shares).
- [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.