SEC Form 4 · accession 0001510192-17-000019
Sabra Health Care REIT, Inc. · SBRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harold W. Andrews Jr.
Officer — Executive VP, CFO & Secretary
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 5:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001492298
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 28, 2017 | A | 701 | $0.00 | A | 253,723 | D | |
| Common StockF2 | Mar 1, 2017 | A | 26,452 | $0.00 | A | 280,175 | D | |
| Common StockF3 | Mar 1, 2017 | A | 16,762 | $0.00 | A | 296,937 | D | |
| Common StockF4,F5 | Mar 1, 2017 | F | 17,174 | $27.16 | D | 279,763 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents stock units credited to the reporting person in the form of dividend equivalent payments on stock units previously granted to the reporting person that are outstanding under the Issuer's 2009 Performance Incentive Plan, calculated on the basis of the market value of the Issuer's common stock on the dividend payment date. These units will vest and become payable on the same terms as the original stock units to which they relate.
- F2Represents shares of the Issuer's Common Stock issued under the Issuer's 2009 Performance Incentive Plan subject to an annual bonus performance stock unit ("PSU") award granted on February 26, 2016, including 2,292 shares with respect to dividend equivalent payments calculated on the basis of the market value of the Issuer's Common Stock on the applicable dividend date. The Compensation Committee determined on March 1, 2017 that the number of PSUs earned was 114.4% of the target. Upon this determination, the PSUs vested immediately. Each PSU represented a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's achievement of an adjusted normalized funds from operations target for a performance period beginning October 1, 2016 and ending December 31, 2016.
- F3Represents shares of the Issuer's Common Stock issued under the Issuer's 2009 Performance Incentive Plan subject to a funds from operations-based stock unit ("FFO units") award granted on December 17, 2013, including 3,122 shares with respect to dividend equivalent payments calculated on the basis of the market value of the Issuer's Common Stock on the applicable dividend date. The Compensation Committee determined on March 1, 2017 that the number of FFO units earned was 152% of the target. Upon this determination, the FFO units vested immediately. Each FFO unit represented a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's achievement of an earnings per share target for a performance period beginning January 1, 2014 and ending December 31, 2014 and a funds from operations target for a performance period beginning January 1, 2016 and ending December 31, 2016.
- F4Represents shares withheld by the Issuer in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the vesting of the PSUs and FFO units, each as reported herein.
- F5Includes 41,096 stock units that, upon settlement, will be paid on a one-for-one basis in shares of the Issuer's Common Stock.