4//SEC Filing
EMERITUS CORP\WA\ 4
Accession 0001209191-14-050145
CIK 0001001604operating
Filed
Aug 3, 8:00 PM ET
Accepted
Aug 4, 2:35 PM ET
Size
18.1 KB
Accession
0001209191-14-050145
Insider Transaction Report
Form 4
LADD JAMES R
Director
Transactions
- Disposition to Issuer
Nonemployee Director Stock Option (Right to Buy)
2014-07-31−7,500→ 0 totalExercise: $21.75Exp: 2021-05-24→ Common Stock (7,500 underlying) - Disposition to Issuer
Common Stock
2014-07-31−3,541→ 0 total - Disposition to Issuer
Nonemployee Director Stock Option (Right to Buy)
2014-07-31−7,500→ 0 totalExercise: $16.01Exp: 2022-05-09→ Common Stock (7,500 underlying) - Disposition to Issuer
Nonemployee Director Stock Option (Right to Buy)
2014-07-31−2,500→ 0 totalExercise: $16.86From: 2010-09-17Exp: 2020-09-17→ Common Stock (2,500 underlying)
Footnotes (3)
- [F1]Disposed of pursuant to the agreement and plan of merger dated as of February 20, 2014 ("Merger Agreement"), 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. 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.
- [F2]Disposed of pursuant to the Merger Agreement, pursuant to which each stock option to acquire the issuer's common stock (whether vested or unvested) was cancelled in exchange for a number of shares of Brookdale common stock (rounded down to the nearest whole share and net of any required withholding taxes) equal to (x) the number of shares of issuer common stock subject to the stock option multiplied by (y) the excess of $33.75 (the implied dollar value of the per share consideration) over the exercise price of the stock option, which amount was then divided by $35.5265 (the volume-weighted average price of Brookdale common stock over the 10 trading days immediately preceding the completion of the merger). The "implied dollar value" of the per share consideration received in the merger was determined by multiplying (i) the value of Brookdale common stock at its volume-weighted average price over the 10 trading days immediately preceding the completion of the merger, by (ii) 0.95.
- [F3]The entire option vested on the day immediately prior to the next annual meeting of shareholders of the issuer after the grant date.
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, 2:35 PM ET
- Size
- 18.1 KB