SEC Form 4 · accession 0001510192-17-000089
Sabra Health Care REIT, Inc. · SBRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey A. Malehorn
Director
Period of report
Aug 17, 2017
Accepted (ET)
Aug 21, 2017 · 7:55 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 17, 2017 | A | 15,989 | — | A | 15,989 | D | |
| Common StockF2,F3 | Aug 17, 2017 | A | 3,137 | — | A | 19,126 | D | |
| Common StockF4,F5 | Aug 17, 2017 | A | 4,544 | $0.00 | A | 23,670 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Received in exchange for 10,079 shares of Care Capital Properties, Inc. ("CCP") common stock and 4,160 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.
- F2Consists of stock units received in exchange for 2,793.095 shares of CCP common stock subject to a deferred stock unit ("DSU") award, in connection with the Merger. In accordance with the terms of the Merger, each CCP DSU award vested in full (if not already vested), was assumed by Sabra, and 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). This stock unit award continues to have the same terms and conditions as applied to the CCP DSU award immediately prior to the effective time of the Merger and will be settled in shares of Sabra common stock on the same settlement date(s) applicable to such CCP DSU award.
- F3Includes 3,137 stock units that have vested but the payment of which has been deferred. Each stock unit represents the right to receive one share of Sabra's common stock.
- 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 and 3,137 stock units that have vested but the payment of which has been deferred. Each stock unit represents the right to receive one share of Sabra's common stock.