4//SEC Filing
AVIV REIT, INC. 4
Accession 0001209191-15-032546
CIK 0001499686operating
Filed
Apr 2, 8:00 PM ET
Accepted
Apr 3, 9:18 PM ET
Size
27.2 KB
Accession
0001209191-15-032546
Insider Transaction Report
Form 4
AVIV REIT, INC.AVIV
Bernfield Craig M
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2015-04-01−214,431→ 0 total - Disposition to Issuer
Employee Stock Option
2015-04-01−1,660,234→ 0 totalExercise: $16.56→ Common Stock (1,660,234 underlying) - Disposition to Issuer
Employee Stock Option
2015-04-01−36,885→ 0 totalExercise: $17.95→ Common Stock (36,885 underlying) - Disposition to Issuer
Employee Stock Option
2015-04-01−608,166→ 0 totalExercise: $18.87→ Common Stock (608,166 underlying) - Disposition to Issuer
Restricted Stock Units
2015-04-01−9,567→ 0 total→ Common Stock (9,567 underlying) - Disposition to Issuer
Employee Stock Option
2015-04-01−89,467→ 0 totalExercise: $18.87→ Common Stock (89,467 underlying) - Disposition to Issuer
Employee Stock Option
2015-04-01−179,661→ 0 totalExercise: $18.65→ Common Stock (179,661 underlying) - Disposition to Issuer
Restricted Stock Units
2015-04-01−6,109→ 0 total→ Common Stock (6,109 underlying) - Disposition to Issuer
Employee Stock Option
2015-04-01−35,316→ 0 totalExercise: $18.62→ Common Stock (35,316 underlying) - Disposition to Issuer
Employee Stock Option
2015-04-01−151,225→ 0 totalExercise: $18.65→ Common Stock (151,225 underlying)
Footnotes (7)
- [F1]Pursuant to an Agreement and Plan of Merger, dated October 30, 2014, among Omega Healthcare Investors, Inc. ("Omega"), OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, L.P., Aviv REIT, Inc. (the "Issuer") and Aviv Healthcare Properties Limited Partnership (the "Merger Agreement"), each outstanding share of the Issuer's common stock was exchanged for the right to receive nine-tenths of a share of common stock of Omega, subject to certain adjustment as set forth in the Merger Agreement (such ratio, the "Exchange Ratio"), on April 1, 2015 (the "Closing Date"). The last reported sale price of shares of Omega common stock on the Closing Date was $40.74 per share.
- [F2]Each Restricted Stock Unit represents a contingent right to receive one share of common stock of the Issuer.
- [F3]The RSUs vest in full on December 31, 2015. Pursuant to the Merger Agreement, as of the effective time of the Merger, the RSUs will no longer be payable when due in shares of Issuer common stock but instead will be payable when due in a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock as to which such RSUs related immediately prior to the effective time of the Merger. The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of the Closing Date.
- [F4]The RSUs vest in full on December 31, 2016. Pursuant to the Merger Agreement, as of the effective time of the Merger, the RSUs will no longer be payable when due in shares of Issuer common stock but instead will be payable when due in a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock as to which such RSUs related immediately prior to the effective time of the Merger. The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of the Closing Date.
- [F5]Pursuant to the Merger Agreement, as of the effective time of the Merger, the stock options ceased to be exercisable for shares of Issuer common stock but instead are exercisable for a number of shares of Omega common stock equal to nine-tenths of a share of Omega common stock, subject to certain adjustments as set forth in the Merger Agreement, multiplied by the number of shares of Issuer common stock as to which such stock options related immediately prior to the effective time of the Merger.
- [F6]The stock options vested in full upon the initial public offering of Aviv REIT, Inc. on March 26, 2013.
- [F7]N/A
Documents
Issuer
AVIV REIT, INC.
CIK 0001499686
Entity typeoperating
IncorporatedMD
Related Parties
1- filerCIK 0001499686
Filing Metadata
- Form type
- 4
- Filed
- Apr 2, 8:00 PM ET
- Accepted
- Apr 3, 9:18 PM ET
- Size
- 27.2 KB