SEC Form 4 · accession 0001437749-18-020612
NATIONAL HEALTHCARE CORP · NHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert G Adams
Director
Period of report
Nov 8, 2018
Accepted (ET)
Nov 13, 2018 · 5:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001047335
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Shares of Common Stock - Partnership | holding | — | — | — | 420,177 | I | General Partner | |
| Shares of Common Stock - Trust I | holding | — | — | — | 1,034 | I | Trustee |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to purchase common stockF1 | $72.94 | Nov 8, 2018 | D | 5,775 | D | — | May 8, 2022 | Common Stock | 5,775 | 0 | D |
| Option to purchase common stockF1 | $72.94 | Nov 8, 2018 | A | 5,775 | A | — | May 8, 2022 | Common Stock | 5,775 | 5,775 | D |
| Option to purchase common stockF1 | $61.90 | Nov 8, 2018 | D | 5,480 | D | — | May 2, 2023 | Common Stock | 5,480 | 0 | D |
| Option to purchase common stockF1 | $61.90 | Nov 8, 2018 | A | 5,480 | A | — | May 2, 2023 | Common Stock | 5,480 | 5,480 | D |
Explanation of responses
- F1The reported transactions involve an amendment to two outstanding options resulting in the deemed cancellation of each of the "old" options and the grant of replacement options. On November 8, 2018, the Board of Directors amended each of the options to allow a director that has served as a director for at least 12 years to remain able to exercise the option for the full term of the option even if the director retires, resigns, dies or becomes disabled. Each of the options were fully exercisable on the date of grant. The grant and exercise of these options are exempt from Section 16(b) pursuant to Rule 16b-3(d).