SEC Form 4 · accession 0001209191-15-032541
AVIV REIT, INC. · AVIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff C. Marshall
Officer — SVP, Asset Management
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 9:14 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001499686
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2,F3 | — | Apr 1, 2015 | D | 8,666 | D | — | — | Common Stock | 8,666 | 0 | D |
Explanation of responses
- F1Each Restricted Stock Unit represents a contingent right to receive one share of common stock of the Issuer.
- F2The RSUs vest in full in three equal installments on each of November 1, 2015, November 1, 2016 and November 1, 2017. Pursuant to an Agreement and Plan of Merger, dated October 30, 2014, among Omega Healthcare Investors, Inc. ("Omega"), OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, L.P., Aviv REIT, Inc. (the "Issuer") and Aviv Healthcare Properties Limited Partnership (the "Merger Agreement"), as of the effective time of the Merger, the RSUs will no longer be payable when due in shares of Issuer common stock but instead will be payable when due in a number of shares of Omega common stock equal to the nine-tenths of a share of common stock of Omega, subject to certain adjustment as set forth in the Merger Agreement, multiplied by the number of shares of Issuer common stock as to which such RSUs related immediately prior to the effective time of the Merger.
- F3The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of April 1, 2015.