SEC Form 4 · accession 0001510192-17-000088

Sabra Health Care REIT, Inc. · SBRA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Raymond J Lewis

Director

Period of report

Aug 17, 2017

Accepted (ET)

Aug 21, 2017 · 7:54 pm EDT

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
Common Stock^F1	Aug 17, 2017	A	274,986	—	A	274,986	D
Common Stock^F2	Aug 17, 2017	A	42,667	—	A	317,653	D
Common Stock^F3	Aug 17, 2017	F	75,717	$21.72	D	241,936	D
Common Stock^F4,F5	Aug 17, 2017	A	4,544	$0.00	A	246,480	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F6	$24.24	Aug 17, 2017	A	156,997	A	Aug 17, 2017	Jan 18, 2022	Common Stock	156,997	156,997	D
Stock Option (Right to Buy)^F7	$28.70	Aug 17, 2017	A	181,553	A	Aug 17, 2017	Jan 23, 2023	Common Stock	181,553	181,553	D
Stock Option (Right to Buy)^F8	$26.81	Aug 17, 2017	A	302,570	A	Aug 17, 2017	Jan 29, 2024	Common Stock	302,570	302,570	D
Stock Option (Right to Buy)^F9	$34.09	Aug 17, 2017	A	222,942	A	Aug 17, 2017	Jan 21, 2025	Common Stock	222,942	222,942	D
Stock Option (Right to Buy)^F10	$26.67	Aug 17, 2017	A	360,995	A	Aug 17, 2017	Jan 27, 2026	Common Stock	360,995	360,995	D

Explanation of responses

F1Received in exchange for 139,100 shares of Care Capital Properties, Inc. ("CCP") common stock and 105,768 shares of CCP restricted stock, in connection with the acquisition of CCP by Sabra Health Care REIT, Inc. ("Sabra") (the "Merger"). In accordance with the terms of the Merger, (a) each share of CCP common stock was converted into the right to receive 1.123 shares of Sabra common stock, with cash paid in lieu of fractional shares, and (b) each share of CCP restricted stock vested in full and was converted into the right to receive 1.123 shares of Sabra common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of CCP's common stock was $24.21 per share, and the last traded price of Sabra's common stock was $21.72 per share.
F10Received in the Merger in exchange for an employee stock option to acquire 321,456 shares of CCP common stock for $29.94 per share.
F2Received in exchange for 37,994 shares of CCP common stock subject to a restricted stock unit ("RSU") award, in connection with the Merger. In accordance with the terms of the Merger, each CCP RSU award vested in full, was assumed by Sabra, was converted into a stock unit award with respect to Sabra common stock (giving effect to the 1.123 exchange ratio and rounding to the nearest whole share), and became payable in connection with the Merger.
F3Represents shares withheld by Sabra in accordance with Rule 16b-3 to satisfy tax withholding obligations in connection with the vesting of the restricted stock and RSUs, each as reported herein.
F4Grant of restricted stock units under Sabra's 2009 Performance Incentive Plan. The units vest in equal monthly installments beginning September 19, 2017 and ending on the earlier of June 19, 2018 or the day before the date of the next annual stockholders' meeting.
F5Includes 4,544 unvested stock units. Each stock unit represents the right to receive one share of Sabra's common stock.
F6Received in the Merger in exchange for an employee stock option to acquire 139,802 shares of CCP common stock for $27.22 per share.
F7Received in the Merger in exchange for an employee stock option to acquire 161,668 shares of CCP common stock for $32.22 per share.
F8Received in the Merger in exchange for an employee stock option to acquire 269,431 shares of CCP common stock for $30.10 per share.
F9Received in the Merger in exchange for an employee stock option to acquire 198,525 shares of CCP common stock for $38.28 per share.