4//SEC Filing
EMERITUS CORP\WA\ 4
Accession 0001209191-14-050142
CIK 0001001604operating
Filed
Aug 3, 8:00 PM ET
Accepted
Aug 4, 2:30 PM ET
Size
15.6 KB
Accession
0001209191-14-050142
Insider Transaction Report
Form 4
Baty Stanley L
DirectorOther
Transactions
- Disposition to Issuer
Common Stock
2014-07-31−93,173→ 0 total - Disposition to Issuer
Common Stock
2014-07-31−23,024→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2014-07-31−23,024→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2014-07-31−661,525→ 0 total(indirect: By Partnership) - Disposition to Issuer
Common Stock
2014-07-31−1,657,504→ 0 total(indirect: By Baty 2014 GRAT) - Disposition to Issuer
Common Stock
2014-07-31−23,024→ 0 total(indirect: By Trust)
Footnotes (5)
- [F1]Disposed of pursuant to the agreement and plan of merger dated as of February 20, 2014, by and among the issuer, Brookdale Senior Living Inc. ("Brookdale") and Broadway Merger Sub Corporation, a wholly owned subsidiary of Brookdale, pursuant to which the outstanding shares of the issuer's common stock were converted into the right to receive 0.95 of a share of Brookdale common stock (net of any required withholding taxes with respect to restricted stock holdings). Any resulting fractional share was converted into the right to receive an amount of cash equal to (x) such fraction multiplied by (y) the product of (i) $35.5265, the value of Brookdale common stock at its volume-weighted average price over the 10 trading days immediately preceding the completion of the merger, and (ii) 0.95.
- [F2]Amount includes 3,541 shares of restricted stock whose acquisition was previously reported in Table I that became fully vested immediately prior to the effective time of the merger.
- [F3]These securities are held in the name of B.F., Limited Partnership, a Washington limited partnership, of which the reporting person is a 22.41% limited partner. The securities reported represent the reporting person's proportionate interest in the total amount of such securities owned by B.F., Limited Partnership. The reporting person is a Vice President of Columbia-Pacific Group, Inc., a Washington corporation, which is the general partner of B.F., Limited Partnership.
- [F4]The reporting person is a co-trustee of the Baty 2014 Grantor Retained Annuity Trust ("GRAT").
- [F5]Represents the proportionate ownership interest in securities held by B.F., Limited Partnership attributable to the 0.78% limited partnership interest in B.F., Limited Partnership held by such trust. The reporting person is a Vice President of Columbia-Pacific Group, Inc., a Washington corporation, which is the general partner of B.F., Limited Partnership. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
EMERITUS CORP\WA\
CIK 0001001604
Entity typeoperating
IncorporatedWA
Related Parties
1- filerCIK 0001001604
Filing Metadata
- Form type
- 4
- Filed
- Aug 3, 8:00 PM ET
- Accepted
- Aug 4, 2:30 PM ET
- Size
- 15.6 KB