SEC Form 4 · accession 0001209191-15-032550

AVIV REIT, INC. · AVIV

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

Reporting owner

Donna M. O'Neill

Officer — Chief Accounting Officer

Period of report

Apr 1, 2015

Accepted (ET)

Apr 3, 2015 · 9:22 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	25,042	$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	1,358	D	—	—	Common Stock	1,358	D
Restricted Stock Units^F2,F4	—	Apr 1, 2015	D	2,125	D	—	—	Common Stock	2,125	D
Employee Stock Option^F5,F6,F7	$16.5645	Apr 1, 2015	D	132,813	D	—	—	Common Stock	132,813	D
Employee Stock Option^F5,F6,F7	$17.9548	Apr 1, 2015	D	2,957	D	—	—	Common Stock	2,957	D
Employee Stock Option^F5,F6,F7	$18.6222	Apr 1, 2015	D	2,716	D	—	—	Common Stock	2,716	D
Employee Stock Option^F5,F6,F7	$18.8658	Apr 1, 2015	D	7,243	D	—	—	Common Stock	7,243	D
Employee Stock Option^F5,F6,F7	$18.8658	Apr 1, 2015	D	102,480	D	—	—	Common Stock	102,480	D
Employee Stock Option^F5,F6,F7	$18.6543	Apr 1, 2015	D	18,834	D	—	—	Common Stock	18,834	D
Employee Stock Option^F5,F6,F7	$18.6505	Apr 1, 2015	D	16,117	D	—	—	Common Stock	16,117	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 RSU represents a contingent right to receive one share of common stock of the Issuer.
F3The RSUs originally were to vest in full on December 31, 2015. Pursuant to the Merger Agreement, as of the Closing Date, the RSUs were 100% vested and cancelled and were payable for a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock.
F4The RSUs originally were to vest in full on December 31, 2016. Pursuant to the Merger Agreement, as of the Closing Date, the RSUs were 100% vested and cancelled and were payable for a number of shares of Omega common stock equal to the Exchange Ratio multiplied by the number of shares of Issuer common stock.
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