4//SEC Filing
STEARNS M EDWARD 4
Accession 0001209191-04-002493
CIK 0000882287other
Filed
Jan 11, 7:00 PM ET
Accepted
Jan 12, 12:00 PM ET
Size
10.0 KB
Accession
0001209191-04-002493
Insider Transaction Report
Form 4
STEARNS M EDWARD
Director
Transactions
- Award
Deferred Restricted Stock
2003-12-16+7,500→ 7,500 total(indirect: See Note)Exp: 2012-05-15→ Restricted Common Stock (7,500 underlying) - Disposition to Issuer
Option to Purchase Common Stock
2003-12-16−25,000→ 0 total(indirect: See Note)Exercise: $20.12Exp: 2012-05-15→ Common Stock (25,000 underlying)
Holdings
- 1,743,596(indirect: See Note)
Common Stock, par value $0.01 per share
Footnotes (7)
- [F1]Foothill Partners III, L.P. ("Foothill III"), beneficially owns 933,386 shares of the common stock (the "Common Stock") of the issuer Mariner Health Care, Inc. (the "Company"). Foothill Partners IV, L.P. ("Foothill IV") beneficially owns 810,210 shares of the Common Stock. Mr. Stearns is managing partner of Foothill III and the general partner of Foothill IV and, as such, may be deemed to beneficially own the Common Stock held by those entities. Mr. Stearns disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interest therein.
- [F2]Pursuant to agreements with Foothill III and Foothill IV, Mr. Stearns is required to assign or remit all compensation, including stock option grants and restricted stock, that he receives as a director of the Company. Accordingly, he disclaims beneficial ownership of the above-referenced security except to the extent of his pecuniary interest therein.
- [F3]Mr. Stearns received the option pursuant to the 2002 Outside Directors' Stock Option Plan (the "2002 Plan") and the form of Stock Option Agreement issued pursuant thereto (the "Stock Option Agreement"). The option was cancelled by mutual agreement between Mr. Stearns and the Company. Mr. Stearns received 7,500 shares of restricted common stock, par value $0.01, of the Company as consideration for the cancellation.
- [F4]Option to vest and become exercisable with respect to (i) 25% of the shares of Common Stock originally subject to the option on the date of grant, which was May 15, 2002, and (ii) an additional 25% on each of the three subsequent anniversaries of the grant date provided that Mr. Stearns shall continue to serve as a director of the Company except as otherwise provided by the terms set forth in the 2002 Plan and the Stock Option Agreement.
- [F5]Mr. Stearns was granted 7,500 shares of common stock, par value $0.01, of the Company pursuant to the terms set forth in that certain Deferred Restricted Stock Agreement Pursuant to the Mariner Health Care, Inc. 2003 Outside Directors' Stock Incentive Plan (the "2003 Plan"). Mr. Stearns disclaims beneficial ownership of the above-referenced restricted common stock except to the extent of his pecuniary interest therein.
- [F6]The restricted stock was issued to the reporting person in exchange for the cancellation of the reporting person's existing stock options at a ratio of 0.3 shares of restricted stock per each cancelled option.
- [F7]The Restricted Unit Grant shall become vested as to 50% of the Restricted Units as of the grant date under the 2003 Plan. On each of May 16, 2004 and May 16, 2005, the Restricted Unit Grant shall become vested as to an additional 25% of the Restricted Units if the reporting person has continuously served as a director of the Company. Any of the Restricted Units which are not vested at the time that the reporting person ceases to be a director of the Company shall be forfeited to the Company.
Documents
Issuer
MARINER HEALTH CARE INC
CIK 0000882287
Entity typeother
Related Parties
1- filerCIK 0001202990
Filing Metadata
- Form type
- 4
- Filed
- Jan 11, 7:00 PM ET
- Accepted
- Jan 12, 12:00 PM ET
- Size
- 10.0 KB