SEC Form 4 · accession 0001510192-19-000029
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, 2019
Accepted (ET)
Mar 4, 2019 · 9:48 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, 2019 | A | 2,210 | $0.00 | A | 341,079 | D | |
| Common StockF2 | Feb 28, 2019 | A | 14,395 | $0.00 | A | 355,474 | D | |
| Common StockF3 | Feb 28, 2019 | A | 28,684 | $0.00 | A | 384,158 | D | |
| Common StockF4,F5 | Feb 28, 2019 | F | 9,919 | $18.12 | D | 374,239 | 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 based on 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 the vesting of stock units granted under the Issuer's 2009 Performance Incentive Plan subject to a funds from operations-based stock unit ("FFO units") award granted on December 31, 2015, including 3,374 shares with respect to dividend equivalent payments calculated based on the market value of the Issuer's Common Stock on the applicable dividend date. The Compensation Committee determined on February 28, 2019 that the number of FFO units earned was 60.0% 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 a funds from operations target for a performance period beginning January 1, 2018 and ending December 31, 2018. The vested units will be paid on a one-for-one basis in shares of the Issuer's Common Stock no earlier than January 10, 2020, subject to earlier payment in the event of death, disability or change of control.
- F3Represents 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 June 21, 2018, including 3,097 shares with respect to dividend equivalent payments calculated based on the market value of the Issuer's Common Stock on the applicable dividend date. The Compensation Committee determined on February 28, 2019 that the number of PSUs earned was 95.9% of the target. Upon this determination, the PSUs vested and were paid out 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 per share target for a performance period beginning January 1, 2018 and ending December 31, 2018.
- 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, as reported herein.
- F5Includes 105,653 stock units that, upon settlement, will be paid on a one-for-one basis in shares of the Issuer's Common Stock.