4//SEC Filing
DAUGHERTY PATRICK H 4
Accession 0001209191-04-002875
CIK 0000882287other
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 2:37 PM ET
Size
12.5 KB
Accession
0001209191-04-002875
Insider Transaction Report
Form 4
DAUGHERTY PATRICK H
Director
Transactions
- Disposition to Issuer
Options to purchase common stock
2003-12-16−25,000→ 0 totalExercise: $20.12Exp: 2012-05-15→ Common Stock (25,000 underlying) - 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)
Holdings
- 725,700(indirect: By Highland Crusader)
Common stock, par value $0.01 per share
- 39,893(indirect: By Prospect Street)
Common stock, par value $0.01 per share
- 37,277(indirect: By Highland Equity)
Common stock, par value $0.01 per share
- 2,800
Common stock, par value $0.01 per share
Footnotes (9)
- [F1]Common stock held by Highland Crusader Offshore Partners, L.P. ("Highland Crusader"). Mr. Daugherty is General Counsel and Senior Portfolio Manager of Highland Capital Management, L.P. ("Highland Capital"), the general partner of Highland Crusader. Mr. Daugherty disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other person.
- [F2]Common stock held by Prospect Street High Income Portfolio Inc. ("Prospect Street"). Mr. Daugherty is General Counsel and Senior Portfolio Manager of Highland Capital, the investment advisor for Prospect Street. Mr. Daugherty disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other person.
- [F3]Common stock held by Highland Equity Focus Fund, L.P. ("Highland Equity"). Mr. Daugherty is General Counsel and Senior Portfolio Manager of Highland Capital, the general partner of Highland Equity. Mr. Daugherty disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other person.
- [F4]Mr. Daugherty has agreed to assign or remit all compensation, including stock options and restricted stock, received as a director of the Company to his employer, Highland Capital. Accordingly, Mr. Daugherty disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other person.
- [F5]Mr. Daugherty 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. Daugherty and the Company. Mr. Daugherty received 7,500 shares of restricted common stock, par value $0.01, of the Company as consideration of the cancellation.
- [F6]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. Daugherty shall continue to serve as a director of Mariner Health Care, Inc. (the "Company") except as otherwise provided by the terms set forth in the 2002 Outside Directors' Stock Option Plan and the form of Stock Option Agreement issued pursuant thereto.
- [F7]Mr. Daugherty 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. Daugherty disclaims beneficial ownership of the above-referenced restricted common stock except to the extent of his pecuniary interest therein.
- [F8]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.
- [F9]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 0001202987
Filing Metadata
- Form type
- 4
- Filed
- Jan 13, 7:00 PM ET
- Accepted
- Jan 14, 2:37 PM ET
- Size
- 12.5 KB