SEC Form 4 · accession 0001209191-15-008887
KINDRED HEALTHCARE, INC · KND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A Causby
Officer — EVP & Pres., Kindred at Home
Period of report
Feb 2, 2015
Accepted (ET)
Feb 3, 2015 · 4:53 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001060009
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 2, 2015 | A | 14,723 | — | A | 14,723 | D | |
| Common StockF1,F3 | Feb 2, 2015 | A | 1,340 | — | A | 16,063 | D | |
| Common StockF1,F4 | Feb 2, 2015 | A | 8,840 | — | A | 24,903 | D | |
| Common StockF5,F6 | Feb 2, 2015 | A | 7,016 | — | A | 31,919 | D | |
| Common StockF5,F7 | Feb 2, 2015 | A | 11,950 | — | A | 43,869 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF8 | — | Feb 2, 2015 | A | 25,812 | A | — | — | Common Stock | 25,812 | 25,812 | D |
| Restricted Stock UnitsF9 | — | Feb 2, 2015 | A | 57,051 | A | — | — | Common Stock | 57,051 | 57,051 | D |
| Restricted Stock UnitsF10 | — | Feb 2, 2015 | A | 53,077 | A | — | — | Common Stock | 53,077 | 53,077 | D |
| Employee Stock Option (Right to Buy)F11,F12 | $26.22 | Feb 2, 2015 | A | 16,828 | A | Feb 2, 2015 | Jan 5, 2018 | Common Stock | 16,828 | 16,828 | D |
| Employee Stock Option (Right to Buy)F11,F13 | $25.27 | Feb 2, 2015 | A | 9,833 | A | Feb 2, 2015 | Jan 6, 2017 | Common Stock | 9,833 | 9,833 | D |
| Employee Stock Option (Right to Buy)F11,F14 | $26.08 | Feb 2, 2015 | A | 25,344 | A | Feb 2, 2015 | Feb 3, 2019 | Common Stock | 25,344 | 25,344 | D |
| Employee Stock Option (Right to Buy)F11,F15 | $19.26 | Feb 2, 2015 | A | 8,110 | A | Feb 2, 2015 | Jan 5, 2017 | Common Stock | 8,110 | 8,110 | D |
Explanation of responses
- F1On February 2, 2015 (the "Effective Date"), the Issuer acquired Gentiva Health Services, Inc. (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated as of October 9, 2014 (the "Merger Agreement"). Pursuant to the Merger Agreement, on the Effective Date, (i) each Gentiva share held by the reporting person was exchanged for $14.50 in cash (the "Cash Consideration"), and 0.257 of a share of the Issuer's common stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration"). The Merger is more fully described in Gentiva's proxy statement/prospectus, dated December 18, 2014.
- F10Pursuant to the Employment Agreement, the reporting person received restricted stock units in lieu of certain change-in-control severance benefits. Each restricted stock unit represents the contingent right to receive one share of Issuer common stock on the applicable vesting date. These restricted stock units vest in three equal annual installments beginning on February 2, 2016. Pursuant to the Employment Agreement, these restricted stock units are subject to Special Termination Vesting.
- F11Pursuant to the Merger Agreement, on the Effective Date: (i) each Gentiva option that was outstanding immediately prior to the effective time with a per share exercise price equal to or above the sum of (a) the value of the Stock Consideration and (b) the Cash Consideration (each, an "Out-of-the-Money Option"), was assumed and converted into an option to purchase shares of the Issuer's common stock. The options to purchase shares of the Issuer's common stock have the same terms and conditions (including expiration dates) as the corresponding Gentiva options that were converted.
- F12The number reported represents the number of the options to purchase shares of the Issuer's common stock received by the reporting person in respect of 16,600 Out-of-the-Money vested Options held by the reporting person prior to the Merger.
- F13The number reported represents the number of the options to purchase shares of the Issuer's common stock received by the reporting person in respect of 9,700 Out-of-the-Money vested Options held by the reporting person prior to the Merger.
- F14The number reported represents the number of the options to purchase shares of the Issuer's common stock received by the reporting person in respect of 25,000 Out-of-the-Money vested Options held by the reporting person prior to the Merger.
- F15The number reported represents the number of the options to purchase shares of the Issuer's common stock received by the reporting person in respect of 8,000 Out-of-the-Money vested Options held by the reporting person prior to the Merger.
- F2The number reported represents the Stock Consideration received by the reporting person in respect of 57,289 Gentiva shares held directly by the reporting person immediately prior to the Merger.
- F3The number reported represents the Stock Consideration received by the reporting person in respect of 5,216 Gentiva shares held directly by the reporting person under Gentiva's employee stock purchase plan immediately prior to the Merger.
- F4The number reported represents the Stock Consideration received by the reporting person in respect of 34,400 shares of unvested restricted Gentiva shares that vested in full as a result of the Merger.
- F5Pursuant to the Merger Agreement, on the Effective Date, each Gentiva share that did not vest as a result of the Merger (each, a "Gentiva Restricted Share Award") received the Cash Consideration and the Stock Consideration, subject to the same terms and conditions (including vesting) in place prior to the Merger. Pursuant to the Amended and Restated Employment Agreement between Kindred Healthcare Operating, Inc., the Issuer and David Causby (the "Employment Agreement"), these shares are subject to full vesting in the event Mr. Causby's employment is terminated (i) by the Issuer for any reason, (ii) Mr. Causby for Good Reason (as defined in such agreement), or (iii) by reason of Mr. Causby's death or disability ("Special Termination Vesting").
- F6The number reported represents the Stock Consideration received by the reporting person in respect of 27,300 Gentiva restricted shares that did not vest as a result of the Merger. These shares vest in full on February 19, 2016.
- F7The number reported represents the Stock Consideration received by the reporting person in respect of 46,500 Gentiva restricted shares that did not vest as a result of the Merger. These shares vest in full on February 19, 2017.
- F8Pursuant to the Employment Agreement, the reporting person received restricted stock units in lieu of outstanding and unvested In-the-Money Options (as defined in the Merger Agreement) contemplated under the Merger Agreement. All outstanding and unvested In-the-Money Options held by Executive as of the Effective Date have been cancelled. Each restricted stock unit represents the contingent right to receive one share of Issuer common stock on the applicable vesting date. These restricted stock units vest as follows: 9,664 on February 19, 2015; 9,664 on February 19, 2016 and 6,484 on February 19, 2017. Pursuant to the Employment Agreement, these restricted stock units are subject to Special Termination Vesting.
- F9Pursuant to the Employment Agreement, the reporting person received restricted stock units in lieu of outstanding and unvested Performance Cash Awards (as defined in the Merger Agreement) contemplated under the Merger Agreement. All outstanding and unvested Performance Cash Awards held by Executive as of the Effective Date have been cancelled. Each restricted stock unit represents the contingent right to receive one share of Issuer common stock on the applicable vesting date. These restricted stock units vest as follows: 21,795 on February 19, 2016 and 35,256 on February 19, 2017. Pursuant to the Employment Agreement, these restricted stock units are subject to Special Termination Vesting.