SEC Form 4 · accession 0001209191-15-032546

AVIV REIT, INC. · AVIV

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

Reporting owner

Craig M Bernfield

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Apr 1, 2015

Accepted (ET)

Apr 3, 2015 · 9:18 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001499686

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Apr 1, 2015	D	214,431	$0.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F2,F3	—	Apr 1, 2015	D	6,109	D	—	—	Common Stock	6,109	D
Restricted Stock Units^F2,F4	—	Apr 1, 2015	D	9,567	D	—	—	Common Stock	9,567	D
Employee Stock Option^F5,F6,F7	$16.5645	Apr 1, 2015	D	1,660,234	D	—	—	Common Stock	1,660,234	D
Employee Stock Option^F5,F6,F7	$17.9548	Apr 1, 2015	D	36,885	D	—	—	Common Stock	36,885	D
Employee Stock Option^F5,F6,F7	$18.6222	Apr 1, 2015	D	35,316	D	—	—	Common Stock	35,316	D
Employee Stock Option^F5,F6,F7	$18.8658	Apr 1, 2015	D	89,467	D	—	—	Common Stock	89,467	D
Employee Stock Option^F5,F6,F7	$18.8658	Apr 1, 2015	D	608,166	D	—	—	Common Stock	608,166	D
Employee Stock Option^F5,F6,F7	$18.6543	Apr 1, 2015	D	179,661	D	—	—	Common Stock	179,661	D
Employee Stock Option^F5,F6,F7	$18.6505	Apr 1, 2015	D	151,225	D	—	—	Common Stock	151,225	D

Explanation of responses

F1Pursuant 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"), each outstanding share of the Issuer's common stock was exchanged for the right to receive nine-tenths of a share of common stock of Omega, subject to certain adjustment as set forth in the Merger Agreement (such ratio, the "Exchange Ratio"), on April 1, 2015 (the "Closing Date"). The last reported sale price of shares of Omega common stock on the Closing Date was $40.74 per share.
F2Each Restricted Stock Unit represents a contingent right to receive one share of common stock of the Issuer.
F3The RSUs vest in full on December 31, 2015. Pursuant to 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 Exchange Ratio 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. The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of the Closing Date.
F4The RSUs vest in full on December 31, 2016. Pursuant to 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 Exchange Ratio 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. The RSUs may vest in full upon termination of employment without cause prior to the first anniversary of the Closing Date.
F5Pursuant to the Merger Agreement, as of the effective time of the Merger, the stock options ceased to be exercisable for shares of Issuer common stock but instead are exercisable for a number of shares of Omega common stock equal to nine-tenths of a share of Omega common stock, subject to certain adjustments as set forth in the Merger Agreement, multiplied by the number of shares of Issuer common stock as to which such stock options related immediately prior to the effective time of the Merger.
F6The stock options vested in full upon the initial public offering of Aviv REIT, Inc. on March 26, 2013.
F7N/A