Cunningham Jeffrey Scott 5

Accession 0001382754-10-000001

CIK 0001004724other

Filed

Feb 15, 7:00 PM ET

Accepted

Feb 16, 4:15 PM ET

Size

25.0 KB

Accession

0001382754-10-000001

Form 5

Period: 2009-12-31

CFO

Transactions

Award
Common Stock
2009-12-08+1,760→ 6,533 total
Other
Warrants
2009-12-08−1,760→ 32,040 total
From: 2012-11-16Exp: 2017-11-16→ Common Stock (1,760 underlying)
Small Acquisition
Common Stock
2009-12-31+373→ 6,533 total
Award
Warrants
2009-12-07+25,000→ 32,040 total
Exercise: $3.00Exp: 2014-12-07→ Common Stock (25,000 underlying)

Holdings

Options
Exercise: $1.50From: 2010-05-09Exp: 2015-05-09→ Common Stock (2,000 underlying)
19,600
Options
Exercise: $1.50From: 2011-05-09Exp: 2016-05-09→ Common Stock (2,000 underlying)
19,600
Common Stock
6,533
Options
Exercise: $2.50From: 2005-08-27Exp: 2010-08-27→ Common Stock (3,200 underlying)
19,600
Options
Exercise: $1.50From: 2008-05-09Exp: 2013-05-09→ Common Stock (2,000 underlying)
19,600
Warrants
Exp: 2017-11-16→ Common Stock (7,040 underlying)
32,040
Options
Exercise: $2.50From: 2007-08-27Exp: 2012-08-27→ Common Stock (3,200 underlying)
19,600
Options
Exercise: $1.50From: 2009-05-09Exp: 2014-05-09→ Common Stock (2,000 underlying)
19,600
Options
Exercise: $1.50From: 2007-05-09Exp: 2012-05-09→ Common Stock (2,000 underlying)
19,600
Options
Exercise: $2.50From: 2006-08-27Exp: 2011-08-27→ Common Stock (3,200 underlying)
19,600

Footnotes (6)

[F1]On August 15, 2008 the shareholders approved an incentive plan which granted warrants to certain officers and directors. The warrants vested over a five year period. On December 8, 2009 the shareholders approved an amendment to the incentive plan to eliminate 218,461 unvested warrants. The amendment further called for 218,461 shares of the company's common stock with a one year restriction on transfer to be issued.
[F2]Shares were purchased throughout 2009 at various prices by participation in the AdCare Health Systems Employee Stock Purchase Program.
[F3]The exercise price of the warrants was based upon the average closing price of the Company's common stock on NYSE-Amex during January 2011 but was not less than $3.00 per share.
[F4]The warrants vest over a two year period. One-third of the warrants will vest upon issuance, with the remaining warrants vesting equally over the next two years; provided, however that the vesting would be accelerated in the event that there is a change in control of the Company or in the event the recipient is terminated by the Company without cause. The warrants will be exercisable on a cashless basis.
[F5]On December 7, 2009 the shareholders approved the award of 25,000 warrants to the senior management of the Company.
[F6]The exercise of the warrants vested in 2008 was $1.21 per share, those vested in 2009 was $2.25, those vested in 2010 was $3.00 and those vesting in 2011 is $4.00 per share.

Documents

1 file

ADCARE HEALTH SYSTEMS INC

CIK 0001004724

Entity typeother