4//SEC Filing
NATIONWIDE HEALTH PROPERTIES, LLC 4
Accession 0001181431-11-040413
CIK 0000780053operating
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 9:55 PM ET
Size
28.7 KB
Accession
0001181431-11-040413
Insider Transaction Report
Form 4
PASQUALE DOUGLAS M
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Common Stock
2011-07-01−158,365.54→ 367,161.96 total - Disposition to Issuer
Employee Stock Options - Right to Buy
2011-07-01−1,233→ 0 totalExercise: $18.48From: 2006-11-03Exp: 2013-11-03→ Common Stock (1,233 underlying) - Tax Payment
Common Stock
2011-07-01$42.27/sh−57,941$2,449,166→ 525,527.5 total - Disposition to Issuer
Common Stock
2011-07-01−5,500→ 0 total(indirect: By Spouse) - Disposition to Issuer
Employee Stock Options - Right to Buy
2011-07-01−63,597→ 0 totalExercise: $25.40Exp: 2019-02-10→ Common Stock (63,597 underlying) - Disposition to Issuer
Common Stock
2011-07-01−32,300→ 334,861.96 total - Award
Common Stock
2011-07-01+124,129→ 583,468.5 total - Disposition to Issuer
Common Stock
2011-07-01−334,861.96→ 0 total - Disposition to Issuer
Employee Stock Options - Right to Buy
2011-07-01−23,767→ 0 totalExercise: $18.48From: 2006-11-03Exp: 2014-11-03→ Common Stock (23,767 underlying) - Disposition to Issuer
Employee Stock Options - Right to Buy
2011-07-01−48,000→ 0 totalExercise: $21.29From: 2007-10-19Exp: 2015-10-19→ Common Stock (48,000 underlying) - Disposition to Issuer
Employee Stock Options - Right to Buy
2011-07-01−114,200→ 0 totalExercise: $31.97Exp: 2020-02-09→ Common Stock (114,200 underlying) - Disposition to Issuer
Employee Stock Options - Right to Buy
2011-07-01−108,900→ 0 totalExercise: $38.23Exp: 2021-02-15→ Common Stock (108,900 underlying)
Footnotes (13)
- [F1]Shares withheld to cover tax withholding due in connection with the vesting of performance shares.
- [F10]At the Effective Time, 108,900 stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive 85,660 options to purchase shares of common stock of Ventas, Inc. with an exercise price of $48.60 per share. The stock options will become exercisable as follows: 28,554 on 02/15/2012; 28,553 on 02/15/2013; and 28,553 on 02/15/2014.
- [F11]At the Effective Time, 32,300 restricted stock units were cancelled pursuant to the Merger Agreement in exchange for the right to receive 25,407 restricted stock units of Ventas, Inc. The restricted stock units will vest as follows: 8,469 on 02/15/2012; 8,469 on 02/15/2013 and 8,469 on 02/15/2014.
- [F12]Shares delivered in connection with the vesting of performance shares.
- [F13]At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 4,326 shares of common stock of Ventas, Inc. having a market value of $53.74 per share, based on the closing price of Ventas, Inc. common stock on July 1, 2011.
- [F2]Immediately prior to the Effective Time (as defined in the Agreement and Plan of Merger (the "Merger Agreement"), dated February 27, 2011, by and among Ventas, Inc., Needles Acquisition LLC and Nationwide Health Properties, Inc.), 158,365.54 restricted stock units became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $6,630,592.35.
- [F3]At the Effective Time, these shares were cancelled pursuant to the Merger Agreement in exchange for the right to receive 263,402 shares of common stock of Ventas, Inc. having a market value of $53.74 per share, based on the closing price of Ventas, Inc. common stock on July 1, 2011.
- [F4]The reporting person disclaims beneficial ownership of these shares held indirectly by such reporting person's wife.
- [F5]At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $28,838.52 (equal to the difference between the VWAP (as defined in the Merger Agreement) of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options).
- [F6]At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $555.884.20 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options).
- [F7]At the Effective Time, these stock options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $987,787.62 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options).
- [F8]Immediately prior to the Effective Time, 33,767 stock options became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such options and 29,830 previously vested options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $1,047,373.19 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options).
- [F9]Immediately prior to the Effective Time, 76,133 stock options became fully vested and any restrictions with respect thereto lapsed. At the Effective Time, such options and 38,067 previously vested options were cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $1,130,455.39 (equal to the difference between the VWAP of Ventas, Inc. common stock and the exercise price of the stock options multiplied by the number of stock options).
Documents
Issuer
NATIONWIDE HEALTH PROPERTIES, LLC
CIK 0000780053
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000780053
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 9:55 PM ET
- Size
- 28.7 KB